SC 13G 1 tm226399d5_sc13g.htm SC 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 § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No.    )*

 

Cian PLC

(Name of Issuer)

 

Ordinary shares, par value $0.0004 per ordinary share

(Title of Class of Securities)

 

83418T108

(CUSIP Number)**

 

December 31, 2021

(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)
xRule 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 disclosures provided in a prior cover page.
**There is no CUSIP number assigned to the issuer’s ordinary shares. This CUSIP number is for the issuer’s American Depositary Shares (“ADSs”), which are quoted on the New York Stock Exchange under the symbol “CIAN.” Each ADS represents one ordinary share.

 

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. 83418T108 Schedule 13G Page 1 of 8

 

1 Names of Reporting Persons

The Goldman Sachs Group, Inc.

2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
3 SEC Use Only
4 Citizenship or Place of Organization

Delaware

Number of Shares
Beneficially Owned
by Each Reporting
Person With
5

Sole Voting Power

 

0

6

Shared Voting Power

 

7,083,174

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

7,083,174

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,083,174

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11

Percent of Class Represented by Amount in Row 9
 

10.3%

12

Type of Reporting Person

 

HC-CO

   

 

 

 

CUSIP No. 83418T108 Schedule 13G Page 2 of 8

 

1 Names of Reporting Persons

Goldman Sachs & Co. LLC

2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
3 SEC Use Only
4 Citizenship or Place of Organization

United Kingdom

Number of Shares
Beneficially Owned
by Each Reporting
Person With
5

Sole Voting Power

 

0

6

Shared Voting Power

 

7,083,174

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

7,083,174

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,083,174

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11

Percent of Class Represented by Amount in Row 9
 

10.3%

12

Type of Reporting Person

 

BD-OO-IA

   

 

 

 

CUSIP No. 83418T108 Schedule 13G Page 3 of 8

 

1 Names of Reporting Persons

ELQ Investors II Ltd.

2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
3 SEC Use Only
4 Citizenship or Place of Organization

United Kingdom

Number of Shares
Beneficially Owned
by Each Reporting
Person With
5

Sole Voting Power

 

6,205,289

6

Shared Voting Power

 

0

7

Sole Dispositive Power

 

6,205,289

8

Shared Dispositive Power

 

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,205,289

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11

Percent of Class Represented by Amount in Row 9
 

9.0%

12

Type of Reporting Person

 

OO

   

 

 

 

CUSIP No. 83418T108 Schedule 13G Page 4 of 8

 

ITEM 1.(a) Name of Issuer:

 

Cian PLC (the “Issuer”).

 

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

 

64 Agiou Georgiou Makri, Anna Maria Lena Court, Flat 201, Larnaca, 6037, Cyprus.

 

ITEM 2.(a) Name of Person Filing:

 

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

 

The Goldman Sachs Group, Inc.

Goldman Sachs & Co. LLC

ELQ Investors II Ltd.

 

(b)Address or Principal Business Office:

 

The business address of each of The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC is 200 West Street, New York, NY 10282.

 

The business address of ELQ Investors II Ltd. is Plumtree Court, 25 Shoe Lane, London, EC4A 4AU, United Kingdom.

 

(c)Citizenship of each Reporting Person is:

 

The Goldman Sachs Group, Inc.is incorporated in the state of Delaware.

 

Goldman Sachs & Co. LLC is organized in the state of New York.

 

ELQ Investors II Ltd. is organized under the laws of England and Wales.

 

(d)Title of Class of Securities:

 

Ordinary shares, par value $0.0004 per ordinary share (“Ordinary Shares”).

 

(e)CUSIP Number:

 

83418T108*.

 

 

*There is no CUSIP number assigned to the Issuer’s Ordinary Shares. This CUSIP number is for the Issuer’s American Depositary Shares (“ADSs”), which are quoted on the New York Stock Exchange under the symbol “CIAN.” Each ADS represents one Ordinary Share.

 

 

 

 

CUSIP No. 83418T108 Schedule 13G Page 5 of 8

 

ITEM 3.  

 

Not applicable.

 

ITEM 4. Ownership.

 

(a-c)

 

The ownership information presented below represents beneficial ownership of Ordinary Shares of the Issuer as of February 14, 2021, based upon 69,042,400 Ordinary Shares outstanding as of November 4, 2021 based on the information included in the Issuer’s final prospectus forming part of the registration statement on Form F-1 (Registration No. 333-260218) and dated such date.

 

Reporting Person   Amount
beneficially

owned:
    Percent
of class:
    Sole
power
to vote or
to direct
the vote:
    Shared power
to vote or to
direct the vote:
    Sole
power to
dispose or
to direct
the
disposition
of:
    Shared
power to
dispose or
to direct

the

disposition
of:
 
The Goldman Sachs Group, Inc.     7,083,174       10.3 %     0       7,083,174       0       7,083,174  
Goldman Sachs & Co. LLC     7,083,174       10.3 %     0       7,083,174       0       7,083,174  
ELQ Investors II Ltd.     6,205,289       9.0 %     0       6,205,289       0       6,205,289  

 

ELQ Investors II Ltd. is the record holder of 6,205,289 Ordinary Shares reported herein.

 

ELQ Investors II Ltd. is an indirect, wholly-owned subsidiary of The Goldman Sachs Group, Inc. As a result, The Goldman Sachs Group, Inc. may be deemed to share beneficial ownership of the Ordinary Shares owned by ELQ Investors II Ltd. Affiliates of Goldman Sachs & Co. LLC are the ultimate parent undertaking of ELQ Investors II Ltd. As a result, Goldman Sachs & Co. LLC may be deemed to share beneficial ownership of the Ordinary Shares owned by ELQ Investors II Ltd.

 

Affiliates of The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC are the general partner or investment manager of the record holder of 877,885 remaining Ordinary Shares reported hereby. As a result, The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC may be deemed to share beneficial ownership of those Ordinary Shares.

 

 

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.

 

 

 

 

CUSIP No. 83418T108 Schedule 13G Page 6 of 8

 

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.

 

Not applicable.

 

 

 

 

CUSIP No. 83418T108 Schedule 13G Page 7 of 8

 

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 14, 2022

 

  The Goldman Sachs Group, Inc.
   
  By: /s/ William Y. Eng
  Name: William Y. Eng
  Title: Attorney-in-Fact
   
  Goldman Sachs & Co. LLC
   
  By: /s/ William Y. Eng
  Name: William Y. Eng
  Title: Attorney-in-Fact
   
  ELQ Investors II Ltd.
   
  By: /s/ Jeremy Alan Wiltshire
  Name:   Jeremy Alan Wiltshire
  Title: Director

 

 

 

 

CUSIP No. 83418T108 Schedule 13G Page 8 of 8

 

LIST OF EXHIBITS

 

Exhibit No.   Description
     
99   Joint Filing Agreement.