Schedule 13G

0000950123-11-013807.txt : 20110214 0000950123-11-013807.hdr.sgml : 20110214 20110214184906 ACCESSION NUMBER: 0000950123-11-013807 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 GROUP MEMBERS: SAIF II GP CAPITAL LTD. GROUP MEMBERS: SAIF II GP L.P. GROUP MEMBERS: SAIF PARTNERS II L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MakeMyTrip Ltd CENTRAL INDEX KEY: 0001495153 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 000000000 STATE OF INCORPORATION: O4 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85619 FILM NUMBER: 11609636 BUSINESS ADDRESS: STREET 1: 103 UDYOG VIHAR, PHASE 1 CITY: GURGAON, HARYANA STATE: K7 ZIP: 122016 BUSINESS PHONE: 91 124 439 5000 MAIL ADDRESS: STREET 1: 103 UDYOG VIHAR, PHASE 1 CITY: GURGAON, HARYANA STATE: K7 ZIP: 122016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SB Asia Investment Fund II L.P. CENTRAL INDEX KEY: 0001425109 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: SAIF ADVISORS LIMITED, SUITES 2115-2118, STREET 2: TWO PACIFIC PLACE 88 QUEENSWAY, CITY: HONG KONG STATE: F4 ZIP: 852 BUSINESS PHONE: (852) 2918-2200 MAIL ADDRESS: STREET 1: PO BOX 309GT UGLAND HOUSE STREET 2: SOUTH CHURCH STREET, GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 SC 13G 1 c12540sc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )¹

MakeMyTrip Limited

(Name of Issuer)

Ordinary Shares, par value US$0.0005 per share

(Title of Class of Securities)

V5633W109

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

¹ The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		V5633W109


1	NAMES OF REPORTING PERSONS SB Asia Investment Fund II L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		5	SOLE VOTING POWER

NUMBER OF			14,628,050*

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			14,628,050*

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	14,628,050*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	41.90%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

* See Item 4 of this Schedule.

** Based on 34,907,824 ordinary shares, par value US$0.0005 per share, reported as outstanding as of December 31, 2010 by the Issuer directly to the Reporting Persons.

Page 2 of 9


CUSIP No.		V5633W109


1	NAMES OF REPORTING PERSONS SAIF II GP L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		5	SOLE VOTING POWER

NUMBER OF			14,628,050*

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			14,628,050*

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	14,628,050*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	41.90%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

* See Item 4 of this Schedule.

** Based on 34,907,824 ordinary shares, par value US$0.0005 per share, reported as outstanding as of December 31, 2010 by the Issuer directly to the Reporting Persons.

Page 3 of 9


CUSIP No.		V5633W109


1	NAMES OF REPORTING PERSONS SAIF Partners II L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		5	SOLE VOTING POWER

NUMBER OF			14,628,050*

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			14,628,050*

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	14,628,050*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	41.90%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

* See Item 4 of this Schedule.

** Based on 34,907,824 ordinary shares, par value US$0.0005 per share, reported as outstanding as of December 31, 2010 by the Issuer directly to the Reporting Persons.

Page 4 of 9


CUSIP No.		V5633W109


1	NAMES OF REPORTING PERSONS SAIF II GP Capital Ltd.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		5	SOLE VOTING POWER

NUMBER OF			14,628,050*

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			14,628,050*

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	14,628,050*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	41.90%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

* See Item 4 of this Schedule.

** Based on 34,907,824 ordinary shares, par value US$0.0005 per share, reported as outstanding as of December 31, 2010 by the Issuer directly to the Reporting Persons.

Page 5 of 9


Item 1(a).		Name of Issuer:

		MakeMyTrip Limited

Item 1(b).		Address of Issuer’s Principal Executive Offices:

		103 Udyog Vihar, Phase 1
		Gurgaon, Haryana 122016
		India



Item 2(a).	Name of Person Filing:

	(I)	SB Asia Investment Fund II L.P. (“SAIF”)

	(II)	SAIF II GP L.P.

	(III)	SAIF Partners II L.P.

	(IV)	SAIF II GP Capital Ltd.

Item 2(b).	Address of Principal Business Office or, if none, Residence:

	(I)	c/o M&C Corporate Services Limited
		P.O. Box 309GT
		Ugland House, South Church Street
		George Town, Grand Cayman
		Cayman Islands

	(II)	c/o M&C Corporate Services Limited
		P.O. Box 309GT
		Ugland House, South Church Street
		George Town, Grand Cayman
		Cayman Islands

	(III)	c/o M&C Corporate Services Limited
		P.O. Box 309GT
		Ugland House, South Church Street
		George Town, Grand Cayman
		Cayman Islands

	(IV)	c/o M&C Corporate Services Limited
		P.O. Box 309GT
		Ugland House, South Church Street
		George Town, Grand Cayman
		Cayman Islands

Page 6 of 9


Item 2(c).	Citizenship:

	(I)	Cayman Islands

	(II)	Cayman Islands

	(III)	Cayman Islands

	(IV)	Cayman Islands


Item 2(d).		Title of Class of Securities:

		Ordinary shares, par value US$0.0005 per share, of MakeMyTrip Limited (the “Ordinary Shares”).

Item 2(e).		CUSIP Number:

		V5633W109

Item 3.		If this statement is filed pursuant to 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

		Not applicable.

Item 4.		Ownership.

		The information for each reporting person contained in Items 5-11 of the cover pages is incorporated herein by reference.

		SAIF II GP Capital Ltd. is the sole general partner of SAIF Partners II L.P., which is the sole general partner of SAIF II GP L.P., which is the sole general partner of SAIF. Mr. Andrew Y. Yan is the sole director and shareholder of SAIF II GP Capital Ltd. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, Mr. Yan may be deemed to beneficially own all of the Ordinary Shares held by SAIF in the Issuer. Mr. Yan disclaims such beneficial ownership.

Item 5.		Ownership of Five Percent or Less of a Class.

		Not applicable.

Item 6.		Ownership of More than Five Percent on Behalf of Another Person.

		Not applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

		Not applicable.

Item 8.		Identification and Classification of Members of the Group.

		Not applicable.

Item 9.		Notice of Dissolution of Group.

		Not applicable.

Item 10.		Certification.

		By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 7 of 9

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. In addition, by signing below, the undersigned agrees that this Schedule 13G may be filed jointly on behalf of each of the Reporting Persons.


Dated: February 14, 2011	SB ASIA INVESTMENT FUND II L.P.
	By:	/s/ Andrew Y. Yan
		Name:	Andrew Y. Yan
		Title:	Director of SAIF II GP Capital Ltd., which is the General Partner of SAIF Partners II L.P., which is the General Partner of SAIF II GP L.P., which is the General Partner of SB Asia Investment Fund II L.P.

Dated: February 14, 2011	SAIF II GP L.P.
	By:	/s/ Andrew Y. Yan
		Name:	Andrew Y. Yan
		Title:	Director of SAIF II GP Capital Ltd., which is the General Partner of SAIF Partners II L.P., which is the General Partner of SAIF II GP L.P.

Dated: February 14, 2011	SAIF PARTNERS II L.P.
	By:	/s/ Andrew Y. Yan
		Name:	Andrew Y. Yan
		Title:	Director of SAIF II GP Capital Ltd., which is the General Partner of SAIF Partners II L.P.

Dated: February 14, 2011	SAIF II GP CAPITAL LTD.
	By:	/s/ Andrew Y. Yan
		Name:	Andrew Y. Yan
		Title:	Director of SAIF II GP Capital Ltd.

Page 8 of 9

Exhibit Index

Exhibit A

Joint Filing Agreement.

Page 9 of 9

EX-99.1 2 c12540exv99w1.htm EXHIBIT A Exhibit A

Exhibit A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value US$0.0005, of MakeMyTrip Limited, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 15, 2011.


Dated: February 14, 2011	SB ASIA INVESTMENT FUND II L.P.
	By:	/s/ Andrew Y. Yan
		Name:	Andrew Y. Yan
		Title:	Director of SAIF II GP Capital Ltd., which is the General Partner of SAIF Partners II L.P., which is the General Partner of SAIF II GP L.P., which is the General Partner of SB Asia Investment Fund II L.P.

Dated: February 14, 2011	SAIF II GP L.P.
	By:	/s/ Andrew Y. Yan
		Name:	Andrew Y. Yan
		Title:	Director of SAIF II GP Capital Ltd., which is the General Partner of SAIF Partners II L.P., which is the General Partner of SAIF II GP L.P.

Dated: February 14, 2011	SAIF PARTNERS II L.P.
	By:	/s/ Andrew Y. Yan
		Name:	Andrew Y. Yan
		Title:	Director of SAIF II GP Capital Ltd., which is the General Partner of SAIF Partners II L.P.

Dated: February 14, 2011	SAIF II GP CAPITAL LTD.
	By:	/s/ Andrew Y. Yan
		Name:	Andrew Y. Yan
		Title:	Director of SAIF II GP Capital Ltd.