Amended Statement of Ownership (sc 13g/a)

 

 

 

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. 1)*

 

Cian PLC

(Name of Issuer)

 

Ordinary shares, par value $0.0004 per ordinary share

(Title of Class of Securities)

 

83418T108

(CUSIP Number)**

 

December 31, 2022

(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 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 13

 

1	Names of Reporting Persons   Elbrus Capital General Partner II Limited
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   27,070,932
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   27,070,932

9	Aggregate Amount Beneficially Owned by Each Reporting Person   27,070,932
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   38.7%
12	Type of Reporting Person   OO

 

 

 

CUSIP No. 83418T108

Schedule 13G

Page 2 of 13

 

1	Names of Reporting Persons   Elbrus Capital Fund II L.P.
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   27,070,932
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   27,070,932

9	Aggregate Amount Beneficially Owned by Each Reporting Person   27,070,932
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   38.7%
12	Type of Reporting Person   PN

 

 

 

CUSIP No. 83418T108

Schedule 13G

Page 3 of 13

 

1	Names of Reporting Persons   Elbrus Capital Fund IIB L.P.
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   27,070,932
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   27,070,932

9	Aggregate Amount Beneficially Owned by Each Reporting Person   27,070,932
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   38.7%
12	Type of Reporting Person   PN

 

 

 

CUSIP No. 83418T108

Schedule 13G

Page 4 of 13

 

1	Names of Reporting Persons   Ronder Investments Limited
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization British Virgin Islands

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   0
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   0

9	Aggregate Amount Beneficially Owned by Each Reporting Person   0
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   0%
12	Type of Reporting Person   OO

 

 

 

CUSIP No. 83418T108

Schedule 13G

Page 5 of 13

 

1	Names of Reporting Persons   Speedtime Trading Limited
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization Cyprus

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   0
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   0

9	Aggregate Amount Beneficially Owned by Each Reporting Person   0
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   0%
12	Type of Reporting Person   OO

 

 

 

CUSIP No. 83418T108

Schedule 13G

Page 6 of 13

 

1	Names of Reporting Persons   Ronder HK Limited
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization Hong Kong

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   13,807,496
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   13,807,496

9	Aggregate Amount Beneficially Owned by Each Reporting Person   13,807,496
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   19.8%
12	Type of Reporting Person   OO

 

 

 

CUSIP No. 83418T108

Schedule 13G

Page 7 of 13

 

1	Names of Reporting Persons   Speedtime HK Limited
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization Hong Kong

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   13,263,436
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   13,263,436

9	Aggregate Amount Beneficially Owned by Each Reporting Person   13,263,436
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   19.0%
12	Type of Reporting Person   OO

 

 

 

CUSIP No. 83418T108

Schedule 13G

Page 8 of 13

 

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:

 

Elbrus Capital General Partner II Limited

Elbrus Capital Fund II L.P.

Elbrus Capital Fund IIB L.P.

Ronder Investments Limited

Speedtime Trading Limited

Ronder HK Limited

Speedtime HK Limited

 

(b)

Address or Principal Business Office:

 

The business address for each of Elbrus Capital General Partner II Limited, Elbrus Capital Fund II L.P. and Elbrus Capital Fund IIB L.P. is Amicorp Cayman Fiduciary Limited, 2nd Floor, Regatta Office Park, West Bay Road, P.O. Box 10655, Grand Cayman KY1-1006.

 

The business address for Ronder Investments Limited is Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands.

 

The business address for Speedtime Trading Limited is Axiou, 30, Akropoli, 2013, Nicosia Cyprus.

 

The business address for each of Ronder HK Limited and Speedtime HK Limited is office A, 16/F, Heng Shan Centre 145, Queens Road East, Wan Chai, Hong Kong.

 

(c)

Citizenship of each Reporting Person is:

 

Each of Elbrus Capital General Partner II Limited, Elbrus Capital Fund II L.P. and Elbrus Capital Fund IIB L.P. and is organized under the laws of the Cayman Islands.

 

Ronder Investments Limited is organized under the laws of the British Virgin Islands.

 

 

 

 

CUSIP No. 83418T108

Schedule 13G

Page 9 of 13

 

Speedtime Trading Limited is organized under the laws of Cyprus.

 

Each of Ronder HK Limited and Speedtime HK Limited is organized under the laws of Hong Kong.

 

(d)

Title of Class of Securities:

 

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

 

(e)

CUSIP Number:

 

83418T108^*.

 

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, 2023, based upon 69,871,511 Ordinary Shares outstanding as of February 14, 2022, as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 2, 2022.

 

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:
Elbrus Capital General Partner II Limited			27,070,932				38.7	%			0				27,070,932				0				27,070,932
Elbrus Capital Fund II L.P.			27,070,932				38.7	%			0				27,070,932				0				27,070,932
Elbrus Capital Fund IIB L.P.			27,070,932				38.7	%			0				27,070,932				0				27,070,932
Ronder Investments Limited			0				0	%			0				0				0				0
Speedtime Trading Limited			0				0	%			0				0				0				0
Ronder HK Limited			13,807,496				19.8	%			0				13,807,496				0				13,807,496
Speedtime HK Limited			13,263,436				19.0	%			0				13,263,436				0				13,263,436

 

 

*

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 10 of 13

 

Ronder HK Limited is the record holder of 13,807,496 Ordinary Shares reported herein and Speedtime HK Limited is the record holder of 13,263,436 Ordinary Shares reported herein.

 

Each of Ronder HK Limited and Speedtime HK Limited is an investment vehicle associated with Elbrus Capital Fund II L.P. and Elbrus Capital Fund IIB L.P. Elbrus Capital General Partner II Limited is the general partner of Elbrus Capital Fund II L.P. and Elbrus Capital Fund IIB L.P. As a result, each of Elbrus Capital Fund II L.P., Elbrus Capital Fund IIB L.P. and Elbrus Capital General Partner II Limited may be deemed to share beneficial ownership of the Ordinary Shares owned by Ronder HK Limited and Speedtime HK Limited.

 

Cadian Drummond and Kimbert Solomon are the directors of Elbrus Capital General Partner II Limited. Ms. Drummond and Mr. Solomon disclaim beneficial ownership of the investments held by Elbrus Capital General Partner II Limited. The Senior Partners of Elbrus Capital Fund II L.P. and Elbrus Capital Fund IIB L.P. are Dmitri Krukov, Alexander Savin and Rob Thielen. Each of Mr. Krukov, Mr. Savin and Mr. Thielen disclaims beneficial ownership of the Ordinary Shares except to the extent of any pecuniary interest therein.

 

Following an internal reorganization, all of the 13,807,496 Ordinary Shares previously held by Ronder Investments Limited were transferred to Ronder HK Limited and all of the 13,263,436 Ordinary Shares previously held by Speedtime Trading Limited were transferred to Speedtime HK Limited. As the result of the foregoing, each of Ronder Investments Limited and Speedtime Trading Limited ceased to be the beneficial owner of the securities reported herein.

 

ITEM 5.

Ownership of Five Percent or Less of a Class.

 

This statement is being filed to report the fact that as of September 7, 2022, each of Ronder Investments Limited and Speedtime Trading Limited has ceased to be the beneficial owner of more than 5% of the Ordinary Shares. x

 

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.

 

 

 

 

CUSIP No. 83418T108

Schedule 13G

Page 11 of 13

 

ITEM 9.

Notice of Dissolution of Group.

 

Not applicable.

 

ITEM 10.

Certification.

 

Not applicable.

 

 

 

 

CUSIP No. 83418T108

Schedule 13G

Page 12 of 13

 

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, 2023

 

	Elbrus Capital General Partner II Limited
	By:	/s/ Cadian Drummond
	Name:	Cadian Drummond
	Title:	Director
	Elbrus Capital Fund II L.P.
	By:	/s/ Cadian Drummond
	Name:	Cadian Drummond
	Title:	Director of Elbrus Capital General Partner II Limited
	Elbrus Capital Fund IIB L.P.
	By:	/s/ Cadian Drummond
	Name:	Cadian Drummond
	Title:	Director of Elbrus Capital General Partner II Limited
	Ronder Investments Limited
	By:	/s/ Yury Titarenko
	Name:	Yury Titarenko
	Title:	Director of Strongboard Services (Cyprus) Ltd
	Speedtime Trading Limited
	By:	/s/ Yury Titarenko
	Name:	Yury Titarenko
	Title:	Director of Strongboard Services (Cyprus) Ltd
	Ronder HK Limited
	By:	/s/ Yury Titarenko
	Name:	Yury Titarenko
	Title:	Director of Strongboard Services (Cyprus) Ltd
	Speedtime HK Limited
	By:	/s/ Yury Titarenko
	Name:	Yury Titarenko
	Title:	Director of Strongboard Services (Cyprus) Ltd

 

 

 

 

CUSIP No. 83418T108

Schedule 13G

Page 13 of 13

 

LIST OF EXHIBITS

 

Exhibit No.		Description
99		Joint Filing Agreement.