UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
YANDEX N.V
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
N97284108
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | 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 disclosure 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 the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 25
| CUSIP No. N97284108 |
| 1. |
Name of Reporting Person
BC & B Holdings B.V. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization -
The Netherlands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person | 5. | Sole Voting Power:
67,452,121 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
67,452,121 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
67,452,1211 | |||||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
| |||||
| 11. |
Percent of Class Represented by Amount in Row (9):
31.1%2 | |||||
| 12. |
Type of Reporting Person:
CO | |||||
| 1 | Includes 57,854,686 Class B Shares, each of which may be converted at the option of the holder into one Class A Share. The rights of the holders of Class A Shares and Class B Shares are identical, except with respect to conversion rights and voting rights. Each Class B Share is entitled to ten votes per share, and each Class A Share is entitled to one vote per share. BC&B is 100% owned by Strickland Holdings Ltd., a Cyprus registered limited liability company (“Strickland”). 48% of the share capital of Strickland is held by Chouet Nominees Limited Ltd. (“CHNL”), 22% of the share capital of Strickland is held by Baring Vostok Nominees Limited Ltd. (“BVNL”), 22% of the share capital of Strickland is held by Dehus Dolmen Nominees Limited. (“DDNL”). Decisions with respect to the sale of Yandex shares held by BC&B are governed by a shareholders agreement between CHNL, BVNL, DDNL and the other shareholders of Strickland which allows each shareholder to unilaterally cause Strickland to take decisions as necessary to effect a sale of such underlying shareholder’s interests in Yandex.. CHNL, therefore has the right to control the voting and disposition of 32,350,896 Class B shares held by BC&B, BVNL therefore has the right to control the voting and disposition of 14,761,807 Class B shares held by BC&B, DDNL therefore has the right to control the voting and disposition of 9,597,435 Class A shares and 5,086,597 Class B shares held by BC&B. |
| 2 | Based on 159,217,348 Class A Shares outstanding as of December 31, 2011, and assumes conversion of all such reporting person’s Class B Shares into Class A Shares. |
| CUSIP No. N97284108 |
| 1. |
Name of Reporting Person
Strickland Holdings Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization -
Cyprus | |||||
| Number of Shares Beneficially Owned by Each Reporting Person | 5. | Sole Voting Power:
0 | ||||
| 6. | Shared Voting Power:
67,452,121 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
67,452,121 | |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
67,452,1213 | |||||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
| |||||
| 11. |
Percent of Class Represented by Amount in Row (9)
31.1%4 | |||||
| 12. |
Type of Reporting Person:
CO | |||||
| 3 | Shares held of record by BC&B. See footnote 1, above. |
| 4 | Based on 159,217,348 Class A Shares outstanding as of December 31, 2011, and assumes conversion of all such reporting person’s Class B Shares into Class A Shares. |
| CUSIP No. N97284104 |
| 1. |
Name of Reporting Person
Chouet Nominees Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization -
Guernsey | |||||
| Number of Shares Beneficially Owned by Each Reporting Person | 5. | Sole Voting Power:
0 | ||||
| 6. | Shared Voting Power:
32,350,896 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
32,350,896 | |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
32,350,8965 | |||||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
X6 | |||||
| 11. |
Percent of Class Represented by Amount in Row (9):
16.9%7 | |||||
| 12. |
Type of Reporting Person:
CO | |||||
| 5 | Shares held of record by BC&B. See footnote 1, above. |
| 6 | Excludes 35,101,225 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Chouet Nominees Limited disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
| 7 | Based on 159,217,348 Class A Shares outstanding as of December 31, 2011, and assumes conversion of all such reporting person’s Class B Shares into Class A Shares. |
| CUSIP No. N97284104 |
| 13. |
Name of Reporting Person
Baring Vostok Private Equity Fund | |||||
| 14. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 15. | SEC Use Only
| |||||
| 16. | Citizenship or Place of Organization -
Guernsey | |||||
| Number of Shares Beneficially Owned by Each Reporting Person | 17. | Sole Voting Power:
0 | ||||
| 18. | Shared Voting Power:
32,350,896 | |||||
| 19. | Sole Dispositive Power:
0 | |||||
| 20. | Shared Dispositive Power:
32,350,896 | |||||
|
21. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
32,350,8968 | |||||
| 22. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
X9 | |||||
| 23. |
Percent of Class Represented by Amount in Row (9):
16.9%10 | |||||
| 24. |
Type of Reporting Person:
PN | |||||
| 8 | Shares held of record by BC&B. See footnote 1, above. |
| 7 | Excludes 35,101,225 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Private Equity Fund disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
| 10 | Based on 159,217,348 Class A Shares outstanding as of December 31, 2011, and assumes conversion of all such reporting person’s Class B Shares into Class A Shares. |
| CUSIP No. N97284104 |
| 25. |
Name of Reporting Person
Baring Vostok Fund Managers Limited | |||||
| 26. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 27. | SEC Use Only
| |||||
| 28. | Citizenship or Place of Organization -
Guernsey | |||||
| Number of Shares Beneficially Owned by Each Reporting Person | 29. | Sole Voting Power:
0 | ||||
| 30. | Shared Voting Power:
32,350,896 | |||||
| 31. | Sole Dispositive Power:
0 | |||||
| 32. | Shared Dispositive Power:
32,350,896 | |||||
|
33. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
32,350,89611 | |||||
| 34. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
X12 | |||||
| 35. |
Percent of Class Represented by Amount in Row (9):
16.9%13 | |||||
| 36. |
Type of Reporting Person:
CO | |||||
| 11 | Shares held of record by BC&B. See footnote 1, above. |
| 12 | Excludes 35,101,225 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Fund Managers Limited disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
| 13 | Based on 159,217,348 Class A Shares outstanding as of December 31, 2011, and assumes conversion of all such reporting person’s Class B Shares into Class A Shares. |
| CUSIP No. N97284104 |
| 37. |
Name of Reporting Person
Baring Vostok Fund (GP) L.P. | |||||
| 38. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 39. | SEC Use Only
| |||||
| 40. | Citizenship or Place of Organization -
Guernsey | |||||
| Number of Shares Beneficially Owned by Each Reporting Person | 41. | Sole Voting Power:
0 | ||||
| 42. | Shared Voting Power:
32,350,896 | |||||
| 43. | Sole Dispositive Power:
0 | |||||
| 44. | Shared Dispositive Power:
32,350,896 | |||||
|
45. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
32,350,89614 | |||||
| 46. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
X15 | |||||
| 47. |
Percent of Class Represented by Amount in Row (9):
16.9%16 | |||||
| 48. |
Type of Reporting Person:
PN | |||||
| 14 | Shares held of record by BC&B. See footnote 1, above. |
| 15 | Excludes 35,101,225 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Fund (GP) L.P. disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
| 16 | Based on 159,217,348 Class A Shares outstanding as of December 31, 2011, and assumes conversion of all such reporting person’s Class B Shares into Class A Shares. |
| CUSIP No. N97284104 |
| 1. |
Name of Reporting Person
Baring Vostok Nominees Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization -
Guernsey | |||||
| Number of Shares Beneficially Owned by Each Reporting Person | 5. | Sole Voting Power:
0 | ||||
| 6. | Shared Voting Power:
14,761,8070 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
14,761,807 | |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
14,761,80717 | |||||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
X18 | |||||
| 11. |
Percent of Class Represented by Amount in Row (9):
8.5%19 | |||||
| 12. |
Type of Reporting Person:
CO | |||||
| 17 | Shares held of record by BC&B. See footnote 1, above. |
| 18 | Excludes 52,690,314 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Nominees Limited disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
| 19 | Based on 159,217,348 Class A Shares outstanding as of December 31, 2011, and assumes conversion of all such reporting person’s Class B Shares into Class A Shares. |
| CUSIP No. N97284104 |
| 1. |
Name of Reporting Person
Baring Vostok Private Equity Fund III | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization -
Guernsey | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person |
5. | Sole Voting Power:
0 | ||||
| 6. | Shared Voting Power:
14,761,807 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
14,761,807 | |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
14,761,80720 | |||||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
X21 | |||||
| 11. |
Percent of Class Represented by Amount in Row (9):
8.5%22 | |||||
| 12. |
Type of Reporting Person:
PN | |||||
| 20 | Shares held of record by BC&B. See footnote 1, above. |
| 21 | Excludes 52,690,314 28 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Private Equity Fund III disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
| 22 | Based on 159,217,348 Class A Shares outstanding as of December 31, 2011, and assumes conversion of all such reporting person’s Class B Shares into Class A Shares. |
| CUSIP No. N97284104 |
| 13. |
Name of Reporting Person
Baring Vostok Fund III Managers Limited | |||||
| 14. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 15. | SEC Use Only
| |||||
| 16. | Citizenship or Place of Organization -
Guernsey | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person |
17. | Sole Voting Power:
0 | ||||
| 18. | Shared Voting Power:
14,761,807 | |||||
| 19. | Sole Dispositive Power:
0 | |||||
| 20. | Shared Dispositive Power:
14,761,807 | |||||
|
21. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
14,761,80723 | |||||
| 22. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
X24 | |||||
| 23. |
Percent of Class Represented by Amount in Row (9):
8.5%25 | |||||
| 24. |
Type of Reporting Person:
CO | |||||
| 23 | Shares held of record by BC&B. See footnote 1, above. |
| 24 | Excludes 52,690,314 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Fund III Managers Limited disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
| 25 | Based on 159,217,348 Class A Shares outstanding as of December 31, 2011, and assumes conversion of all such reporting person’s Class B Shares into Class A Shares. |
| CUSIP No. N97284104 |
| 25. |
Name of Reporting Person
Baring Vostok Fund III (GP) L.P. | |||||
| 26. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 27. | SEC Use Only
| |||||
| 28. | Citizenship or Place of Organization -
Guernsey | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person |
29. | Sole Voting Power:
0 | ||||
| 30. | Shared Voting Power:
14,761,807 | |||||
| 31. | Sole Dispositive Power:
0 | |||||
| 32. | Shared Dispositive Power:
14,761,807 | |||||
|
33. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
14,761,80726 | |||||
| 34. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
X27 | |||||
| 35. |
Percent of Class Represented by Amount in Row (9):
8.5%28 | |||||
| 36. |
Type of Reporting Person:
PN | |||||
| 26 | Shares held of record by BC&B. See footnote 1, above. |
| 27 | Excludes 52,690,314 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Fund III (GP) L.P. disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
| 28 | Based on 159,217,348 Class A Shares outstanding as of December 31, 2011, and assumes conversion of all such reporting person’s Class B Shares into Class A Shares. |
| CUSIP No. N97284107 |
| 1. |
Name of Reporting Person
Dehus Dolmen Nominees Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization -
Guernsey | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person |
5. | Sole Voting Power:
0 | ||||
| 6. | Shared Voting Power:
14,684,032 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
14,684,032 | |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
14,684,03229 | |||||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
X30 | |||||
| 11. |
Percent of Class Represented by Amount in Row 9:
8.9%31 | |||||
| 12. |
Type of Reporting Person:
CO | |||||
| 29 | Shares held of record by BC&B. See footnote 1, above. |
| 30 | Excludes 52,768,089 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Dehus Dolmen Nominees Limited disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
| 31 | Based on 159,217,348 Class A Shares outstanding as of December 31, 2011, and assumes conversion of all such reporting person’s Class B Shares into Class A Shares. |
| CUSIP NoN97284104 |
| 1. |
Name of Reporting Person
Baring Vostok Private Equity Fund IV | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization -
Guernsey | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power:
14,684,032 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
14,684,032 | |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
14,684,03232 | |||||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
X33 | |||||
| 11. |
Percent of Class Represented by Amount in Row (9):
8.9%34 | |||||
| 12. |
Type of Reporting Person:
PN | |||||
| 32 | Shares held of record by BC&B. See footnote 1, above. |
| 33 | Excludes 52,768,089 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Private Equity Fund IV disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
| 34 | Based on 159,217,348 Class A Shares outstanding as of December 31, 2011, and assumes conversion of all such reporting person’s Class B Shares into Class A Shares. |
| CUSIP NoN97284104 |
| 1. |
Name of Reporting Person
Baring Vostok Fund IV Managers Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization -
Guernsey | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power:
14,684,032 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
14,684,032 | |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
14,684,03235 | |||||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
X36 | |||||
| 11. |
Percent of Class Represented by Amount in Row (9):
8.9%37 | |||||
| 12. |
Type of Reporting Person:
CO | |||||
| 35 | Shares held of record by BC&B. See footnote 1, above. |
| 36 | Excludes 52,768,089 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Fund IV Managers Limited disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
| 37 | Based on 159,217,348 Class A Shares outstanding as of December 31, 2011, and assumes conversion of all such reporting person’s Class B Shares into Class A Shares. |
| CUSIP NoN97284104 |
| 1. |
Name of Reporting Person
Baring Vostok Fund IV (GP) L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization -
Guernsey | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power:
14,684,032 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
14,684,032 | |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
14,684,03238 | |||||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
X39 | |||||
| 11. |
Percent of Class Represented by Amount in Row (9):
8.9%40 | |||||
| 12. |
Type of Reporting Person:
PN | |||||
| 38 | Shares held of record by BC&B. See footnote 1, above. |
| 39 | Excludes 52,768,089 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Fund IV (GP) L.P. disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
| 40 | Based on 159,217,348 Class A Shares outstanding as of December 31, 2011, and assumes conversion of all such reporting person’s Class B Shares into Class A Shares. |
| Item 1 | (a) | Name of Issuer: | ||||||||||
| YANDEX N.V. | ||||||||||||
| Item 1 | (b) | Address of Issuer’s Principal Executive Offices: | ||||||||||
| Laan Copes Van Cattenburch 52 The Hague P7 2585 The Netherlands |
||||||||||||
| Item 2 | (a) | Name of Person Filing: | ||||||||||
| 1) BC & B Holdings B.V. 2) Strickland Holdings Limited 3) Chouet Nominees Limited 4) Baring Vostok Nominees Limited 5) Dehus Dolmen Nominees Limited 6) Baring Vostok Private Equity Fund 7) Baring Vostok Private Equity Fund III 8) Baring Vostok Private Equity Fund IV 9) Baring Vostok Fund Managers Limited 10) Baring Vostok Fund III Managers Limited 11) Baring Vostok Fund IV Managers Limited 12) Baring Vostok Fund (GP) L.P. 13) Baring Vostok Fund III (GP) L.P. 14) Baring Vostok Fund IV (GP) L.P. |
||||||||||||
| Item 2 | (b) | Address of Principal Business Office: | ||||||||||
| 1) Laan Copes Van Cattenburch 52, The Hague, P7 2585, The Netherlands 2) 32 Kristis Street, Papachristoforou Building, 4th Floor, Limassol, Cyprus 3 – 14) 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL |
||||||||||||
| Item 2 | (c) | Citizenship: | ||||||||||
| 1) Dutch 2) Cyprus 3 – 14) Guernsey |
||||||||||||
| Item 2 | (d) | Title of Class of Securities: | ||||||||||
| 1) Class A Common Stock | ||||||||||||
| Item 2 | (e) | CUSIP Number: N97284108 | ||||||||||
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |||||||||||
| Not Applicable. | ||||||||||||
| Item 4. | Ownership (a) through (c) – See EXHIBIT A | |||||||||
| (a) | Amount beneficially owned: | |||||||||
| See EXHIBIT A | ||||||||||
| (b) | Percent of class: | |||||||||
| See EXHIBIT A | ||||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| (i) | Sole power to vote or direct the vote: | |||||||||
| See EXHIBIT A | ||||||||||
| (ii) | Shared power to vote or direct the vote: | |||||||||
| See EXHIBIT A | ||||||||||
| (iii) | Sole power to dispose or to direct the disposition: | |||||||||
| See EXHIBIT A | ||||||||||
| (iv) | Shared power to dispose or to direct the disposition: | |||||||||
| See EXHIBIT A | ||||||||||
| Item 5. | Ownership of Five Percent or Less of a Class. | |||||||||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨: |
||||||||||
| Not Applicable. |
||||||||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |||||||||
| If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. |
||||||||||
| Not Applicable. |
||||||||||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. | |||||||||
| If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. | ||||||||||
| Not Applicable. | ||||||||||
| Item 8. | Identification and Classification of Members of the Group. | |||||||||
| If a group has filed this schedule pursuant to §240.13d-1(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. | ||||||||||
| SEE EXHIBIT B |
||||||||||
| Item 9. | Notice of Dissolution of Group. | |||||||||
| Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. | ||||||||||
| Not Applicable. |
||||||||||
| Item 10. | Certification. | |||||||||
| Not applicable |
||||||||||
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.
| Date: February 13, 2012 | ||||
| BC & B Holdings B.V. | ||||
| Signature: | /s/ GEORGE PAPACHRISTOFOROU | |||
| By: | George Papachristoforou, Director | |||
| Date: February 13, 2012 | ||||
| Strickland Holdings Limited | ||||
| Signature: | /s/ MARIA IASONOS | |||
| By: | Maria Iasonos, Director | |||
| Date: February 13, 2012 | ||||
| Chouet Nominees Limited | ||||
| Signature: | /s/ PETER TOUZEAU | |||
| By: | Peter Touzeau, Director | |||
| Date: February 13, 2012 | ||||
| Baring Vostok Nominees Limited | ||||
| Signature: | /s/ PETER TOUZEAU | |||
| By: | Peter Touzeau, Director | |||
| Date: February 13, 2012 | ||||
| Dehus Dolmen Nominees Limited | ||||
| Signature: | /s/ PETER TOUZEAU | |||
| By: | Peter Touzeau, Director | |||
| Date: February 13, 2012 | ||||
| Baring Vostok Private Equity Fund | ||||
| Signature: | /s/ PETER TOUZEAU | |||
| By: | Peter Touzeau, Director | |||
| Baring Vostok Fund Managers Limited | ||||
| As General Partner to | ||||
| Baring Vostok Fund (GP) L.P. | ||||
| As General Partner | ||||
| Date: February 13, 2012 | ||||
| Baring Vostok Private Equity Fund III | ||||
| Signature: | /s/ PETER TOUZEAU | |||
| By: | Peter Touzeau, Director | |||
| Baring Vostok Fund III Managers Limited | ||||
| As General Partner to | ||||
| Baring Vostok Fund III (GP) L.P. | ||||
| As General Partner | ||||
| Date: February 13, 2012 | ||||
| Baring Vostok Private Equity Fund IV | ||||
| Signature: | /s/ PETER TOUZEAU | |||
| By: | Peter Touzeau, Director | |||
| Baring Vostok Fund IV Managers Limited | ||||
| As General Partner to | ||||
| Baring Vostok Fund IV (GP) L.P. | ||||
| As General Partner | ||||
| Date: February 13, 2012 | ||||
| Baring Vostok Private Equity Fund (GP) L.P. | ||||
| Signature: | /s/ PETER TOUZEAU | |||
| By: | Peter Touzeau, Director | |||
| Baring Vostok Fund Managers Limited | ||||
| As General Partner | ||||
| Date: February 13, 2012 | ||||
| Baring Vostok Private Equity Fund III (GP) L.P. | ||||
| Signature: | /s/ PETER TOUZEAU | |||
| By: | Peter Touzeau, Director | |||
| Baring Vostok Fund III Managers Limited | ||||
| As General Partner | ||||
| Date: February 13, 2012 | ||||
| Baring Vostok Private Equity Fund IV (GP) L.P. | ||||
| Signature: | /s/ PETER TOUZEAU | |||
| By: | Peter Touzeau, Director | |||
| Baring Vostok Fund IV Managers Limited | ||||
| As General Partner | ||||
EXHIBIT A
Item 4 – Ownership
| Class A Shares1 | ||||||||
| (a) |
Amount beneficially owned: |
|||||||
| BC& B Holdings B.V. |
67,452,121 | |||||||
| Strickland Holdings Ltd. |
67,452,121 | |||||||
| Chouet Nominees Limited |
32,350,896 | |||||||
| Baring Vostok Nominees Limited |
14,761,807 | |||||||
| Dehus Dolmen Nominees Limited |
14,684,032 | |||||||
| Baring Vostok Private Equity Fund |
32,350,896 | |||||||
| Baring Vostok Private Equity Fund III |
14,761,807 | |||||||
| Baring Vostok Private Equity Fund IV |
14,684,032 | |||||||
| Baring Vostok Fund Managers Limited |
32,350,896 | |||||||
| Baring Vostok Fund III Managers Limited |
14,761,807 | |||||||
| Baring Vostok Fund IV Managers Limited |
14,684,032 | |||||||
| Baring Vostok Fund (GP) L.P. |
32,350,896 | |||||||
| Baring Vostok Fund III (GP) L.P. |
14,761,807 | |||||||
| Baring Vostok Fund IV (GP) L.P. |
14,684,032 | |||||||
| (b) |
Percent of class |
|||||||
| BC& B Holdings B.V. |
31.1 | % | ||||||
| Strickland Holdings Ltd. |
31.1 | % | ||||||
| Chouet Nominees Limited |
16.9 | % | ||||||
| Baring Vostok Nominees Limited |
8.5 | % | ||||||
| Dehus Dolmen Nominees Limited |
8.9 | % | ||||||
| Baring Vostok Private Equity Fund |
16.9 | % | ||||||
| Baring Vostok Private Equity Fund III |
8.5 | % | ||||||
| Baring Vostok Private Equity Fund IV |
8.9 | % | ||||||
| Baring Vostok Fund Managers Limited |
16.9 | % | ||||||
| Baring Vostok Fund III Managers Limited |
8.5 | % | ||||||
| 1 | Assumes conversion of all such reporting person’s Class B Shares into Class A Shares. |
| Baring Vostok Fund IV Managers Limited |
8.9 | % | ||||||
| Baring Vostok Fund (GP) L.P. |
16.9 | % | ||||||
| Baring Vostok Fund III (GP) L.P. |
8.5 | % | ||||||
| Baring Vostok Fund IV (GP) L.P. |
8.9 | % | ||||||
| Class A Shares | ||||||||
| (c) |
Number of shares as to which such person has: |
|||||||
| (i) |
Sole power to vote or to direct the vote: |
|||||||
| BC& B Holdings B.V. |
67,452,121 | |||||||
| Strickland Holdings Ltd. |
0 | |||||||
| Chouet Nominees Limited |
0 | |||||||
| Baring Vostok Nominees Limited |
0 | |||||||
| Dehus Dolmen Nominees Limited |
0 | |||||||
| Baring Vostok Private Equity Fund |
0 | |||||||
| Baring Vostok Private Equity Fund III |
0 | |||||||
| Baring Vostok Private Equity Fund IV |
0 | |||||||
| Baring Vostok Fund Managers Limited |
0 | |||||||
| Baring Vostok Fund III Managers Limited |
0 | |||||||
| Baring Vostok Fund IV Managers Limited |
0 | |||||||
| Baring Vostok Fund (GP) L.P. |
0 | |||||||
| Baring Vostok Fund III (GP) L.P. |
0 | |||||||
| Baring Vostok Fund IV (GP) L.P. |
0 | |||||||
| Baring Vostok Manager Holding Limited (Guernsey) |
0 | |||||||
| (ii) |
Shared power to vote or to direct the vote: |
|||||||
| BC& B Holdings B.V. |
0 | |||||||
| Strickland Holdings Ltd. |
67,452,121 | |||||||
| Chouet Nominees Limited |
32,350,896 | |||||||
| Baring Vostok Nominees Limited |
14,761,807 | |||||||
| Dehus Dolmen Nominees Limited |
14,684,032 | |||||||
| Baring Vostok Private Equity Fund |
32,350,896 | |||||||
| Baring Vostok Private Equity Fund III |
14,761,807 | |||||||
| Baring Vostok Private Equity Fund IV |
14,684,032 | |||||||
| Baring Vostok Fund Managers Limited |
32,350,896 | |||||||
| Baring Vostok Fund III Managers Limited |
14,761,807 | |||||||
| Baring Vostok Fund IV Managers Limited |
14,684,032 | |||||||
| Baring Vostok Fund (GP) L.P. |
32,350,896 | |||||||
| Baring Vostok Fund III (GP) L.P. |
14,761,807 | |||||||
| Baring Vostok Fund IV (GP) L.P. |
14,684,032 | |||||||
| (iii) |
Sole power to dispose or to direct the disposition of: |
|||||||
| BC& B Holdings B.V. |
67,452,121 | |||||||
| Strickland Holdings Ltd. |
0 | |||||||
| Chouet Nominees Limited |
0 | |||||||
| Baring Vostok Nominees Limited |
0 | |||||||
| Dehus Dolmen Nominees Limited |
0 | |||||||
| Baring Vostok Private Equity Fund |
0 | |||||||
| Baring Vostok Private Equity Fund III |
0 | |||||||
| Baring Vostok Private Equity Fund IV |
0 | |||||||
| Baring Vostok Fund Managers Limited |
0 | |||||||
| Baring Vostok Fund III Managers Limited |
0 | |||||||
| Baring Vostok Fund IV Managers Limited |
0 | |||||||
| Baring Vostok Fund (GP) L.P. |
0 | |||||||
| Baring Vostok Fund III (GP) L.P. |
0 | |||||||
| Baring Vostok Fund IV (GP) L.P. |
0 | |||||||
| (iv) |
Shared power to dispose or to direct the disposition of: |
|||||||
| BC& B Holdings B.V. |
0 | |||||||
| Strickland Holdings Ltd. |
67,452,121 | |||||||
| Chouet Nominees Limited |
32,350,896 | |||||||
| Baring Vostok Nominees Limited |
14,761,807 | |||||||
| Dehus Dolmen Nominees Limited |
14,684,032 | |||||||
| Baring Vostok Private Equity Fund |
32,350,896 | |||||||
| Baring Vostok Private Equity Fund III |
14,761,807 | |||||||
| Baring Vostok Private Equity Fund IV |
14,684,032 | |||||||
| Baring Vostok Fund Managers Limited |
32,350,896 | |||||||
| Baring Vostok Fund III Managers Limited |
14,761,807 | |||||||
| Baring Vostok Fund IV Managers Limited |
14,684,032 | |||||||
| Baring Vostok Fund (GP) L.P. |
32,350,896 | |||||||
| Baring Vostok Fund III (GP) L.P. |
14,761,807 | |||||||
| Baring Vostok Fund IV (GP) L.P. |
14,684,032 | |||||||
EXHIBIT B
Item 8 – Identification and Classification of Group
Consists of 9,597,435 Class A shares and 57,854,686 Class B shares held directly by BC&B Holdings B.V. (“BC&B”). BC&B is 100% owned by Strickland Holdings Ltd., a Cyprus registered limited liability company (“Strickland”). The share of Yandex held by BC&B were assigned to Strickland in the following percentages: 8.38% by Belka Holdings Ltd. (“Belka”); 21.88% by Baring Vostok Nominees Limited (“BVNL”); 21.77% by Dehus Dolman Nominees Limited (“DDNL”) and 47.96% by Chouet Nominees Limited (“CHNL”).
Decisions with respect to the sale of Yandex shares held by BC&B are governed by a shareholders agreement between BVNL, DDNL, CHNL and Belka which allows each shareholder to unilaterally cause Strickland to take decisions as necessary to effect a sale of such underlying shareholder’s interests in Yandex. Therefore, BVNL, DDNL and CHNL, through the General Partners, may be deemed to have the right to control the voting and disposition of 9,597,435 Class A shares and 57,854,686 Class B shares held by BC&B. BVNL, DDNL, and CHNL disclaim beneficial ownership of the shares held by BC&B except to the extent of its pecuniary interest therein and this report shall not be construed as an admission that such persons are the beneficial owner of such securities.
Each of BVNL, DDNL, CHNL and Belka may be deemed members of a group with Strickland and BC&B by reason of the shareholders agreement. Such persons may also be deemed members of a group with each of the other Reporting Persons by reason of the relationships described below. Each of the Reporting Persons disclaims membership in such group and this report shall not be construed as an admission that such persons are members of a group. Belka is filing a separate Schedule 13G to report its holdings. Each of the Reporting Persons other than BC&B and Strickland disclaim beneficial ownership of the shares assigned to Strickland by Belka and all other securities deemed beneficially owned by Belka and this report shall not be construed as an admission that such persons are the beneficial owner of such securities.
CHNL is a limited liability company that acts as nominee holding company for Baring Vostok Private Equity Fund (“BVPEF”). Baring Vostok Fund Managers Limited (“BVFML”) is the General Partner to Baring Vostok Fund (GP) L.P. who in turn is the General Partner to each of the Limited Partnerships comprising BVPEF. Each of BVFML and Baring Vostok Fund (GP) L.P. disclaim beneficial ownership of the shares beneficially owned by CHNL amd BVPEF except to the extent of its pecuniary interest therein and this report shall not be construed as an admission that such persons are the beneficial owner of such securities.
BVNL is a limited liability company that acts as nominee holding company for Baring Vostok Private Equity Fund III (“BVPEFIII”). Baring Vostok Fund III Managers Limited (“BVFIIIML”) is the General Partner to Baring Vostok Fund III (GP) L.P. who in turn is the General Partner to each of the Limited Partnerships comprising BVPEFIII. Each of BVFIIIML and Baring Vostok Fund III (GP) L.P. disclaim beneficial ownership of the shares beneficially owned by BVNL and BVPEFIII except to the extent of its pecuniary interest therein and this report shall not be construed as an admission that such persons are the beneficial owner of such securities.
DDNL is a limited liability company that acts as nominee holding company for Baring Vostok Private Equity Fund IV (“BVPEFIV”). Baring Vostok Fund IV Managers Limited (“BVFIVML”) is the General Partner to Baring Vostok Fund IV (GP) L.P. who in turn is the General Partner to each of the Limited Partnerships comprising BVPEFIV. Each of BVFIVML and Baring Vostok Fund IV (GP) L.P. disclaim beneficial ownership of the shares beneficially owned by BVNL amd BVPEFIII except to the extent of its pecuniary interest therein and this report shall not be construed as an admission that such persons are the beneficial owner of such securities.
Each of BVFML, BVFIIIML and BVFIVML (together the “General Partners”) are owned by Baring Vostok Manager Holding Limited (Guernsey)(“BVMHL”). BVMHL disclaims beneficial ownership of the shares beneficially owned or deemed beneficially owned by each of the other Reporting Persons except to the extent of its pecuniary interest therein and this report shall not be construed as an admission that such person is the beneficial owner of such securities.
Voting and investment power over the investments held by each of the limited partnerships in the Baring Vostok funds is exercised by each fund respective General Partner. Baring Vostok Capital Partners Limited, as investment advisor to the Baring Vostok funds, has no voting or investment control over the Baring Vostok funds. The General Partners make decisions based on recommendations of investment committees appointed in respect of BVPEF, BVPEFIII and BVPEFIV. Baring Vostok Capital Partners Limited disclaims beneficial interest in the securities held by the Reporting Persons. The business address of the Baring Vostok funds is c/o Ipes (Guernsey) Limited, 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL.
EXHIBIT C
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree as follows:
| 1. | Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G/ is filed on behalf of each of them; and |
| 2. | Each of them is responsible for the timely filing of such schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate |
| Date: February 13, 2012 | ||||
| BC & B Holdings B.V. | ||||
| Signature: | /s/ GEORGE PAPACHRISTOFOROU | |||
| By: | George Papachristoforou, Director | |||
| Date: February 13, 2012 | ||||
| Strickland Holdings Limited | ||||
| Signature: | /s/ MARIA IASONOS | |||
| By: | Maria Iasonos, Director | |||
| Date: February 13, 2012 | ||||
| Chouet Nominees Limited | ||||
| Signature: | /s/ PETER TOUZEAU | |||
| By: | Peter Touzeau, Director | |||
| Date: February 13, 2012 | ||||
| Baring Vostok Nominees Limited | ||||
| Signature: | /s/ PETER TOUZEAU | |||
| By: | Peter Touzeau, Director | |||
| Date: February 13, 2012 | ||||
| Dehus Dolmen Nominees Limited | ||||
| Signature: | /s/ PETER TOUZEAU | |||
| By: | Peter Touzeau, Director | |||
| Date: February 13, 2012 | ||||
| Baring Vostok Private Equity Fund | ||||
| Signature: | /s/ PETER TOUZEAU | |||
| By: | Peter Touzeau, Director | |||
| Baring Vostok Fund Managers Limited | ||||
| As General Partner to | ||||
| Baring Vostok Fund (GP) L.P. | ||||
| As General Partner | ||||
| Date: February 13, 2012 | ||||
| Baring Vostok Private Equity Fund III | ||||
| Signature: | /s/ PETER TOUZEAU | |||
| By: | Peter Touzeau, Director | |||
| Baring Vostok Fund III Managers Limited | ||||
| As General Partner to | ||||
| Baring Vostok Fund III (GP) L.P. | ||||
| As General Partner | ||||
| Date: February 13, 2012 | ||||
| Baring Vostok Private Equity Fund IV | ||||
| Signature: | /s/ PETER TOUZEAU | |||
| By: | Peter Touzeau, Director | |||
| Baring Vostok Fund IV Managers Limited | ||||
| As General Partner to | ||||
| Baring Vostok Fund IV (GP) L.P. | ||||
| As General Partner | ||||
| Date: February 13, 2012 | ||||
| Baring Vostok Private Equity Fund (GP) L.P. | ||||
| Signature: | /s/ PETER TOUZEAU | |||
| By: | Peter Touzeau, Director | |||
| Baring Vostok Fund Managers Limited | ||||
| As General Partner | ||||
| Date: February 13, 2012 | ||||
| Baring Vostok Private Equity Fund III (GP) L.P. | ||||
| Signature: | /s/ PETER TOUZEAU | |||
| By: | Peter Touzeau, Director | |||
| Baring Vostok Fund III Managers Limited | ||||
| As General Partner | ||||
| Date: February 13, 2012 | ||||
| Baring Vostok Private Equity Fund IV (GP) L.P. | ||||
| Signature: | /s/ PETER TOUZEAU | |||
| By: | Peter Touzeau, Director | |||
| Baring Vostok Fund IV Managers Limited | ||||
| As General Partner | ||||