UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Ozon Holdings PLC
(Name of Issuer)
Ordinary Shares, nominal value $0.001 per share
American Depositary Shares, each of which represents one Ordinary Shares, nominal value $0.001 per share
(Title of Class of Securities)
69269L104*
(CUSIP Number)
Sistema PJSFC
13/1 Mokhovaya Str, 125009, Moscow, Russia
Tel: +7 495 228 1500
with a copy to:
David Tavakalyan
13/1 Mokhovaya Str, 125009, Moscow, Russia
e-mail: Tavakalyan@sistema.ru
Tel: +7 495 228 1500 ext. 183
April 14, 2022
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ☐.
| * | The CUSIP number applies to the American Depositary Shares. No CUSIP number has been assigned to the Ordinary Shares. |
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a Reporting Persons’ initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on 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).
Schedule A
Schedule A is hereby amended as follows:
Mr. Vladimir Evtushenkov shall be deleted from the list of the persons relating to Sistema PJSFC due to his ceasing to be a controlling shareholder and member of the board of directors and any other management body of Sistema PJSFC.
2
CONTINUATION PAGES TO SCHEDULE 13D
Explanatory Note
This Amendment No.2 (the “Amendment No. 1”) amends Schedule A to the Schedule 13D of Ozon Holdings PLC (the “Issuer”) initially filed with the Securities and Exchange Commission (the “SEC”) on December 7, 2020 (the “Schedule 13D”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D.
This Amendment No.2 is being filed by Sistema PJSFC (“Sistema”), Sistema Venture Capital Fund LLC (“SVC”) and Sistema Venture Fund Ltd (“SVFL” and, together with Sistema and SVC, the “Reporting Persons”) to report an amendment to the list of persons as to which the name, business address, citizenship, and principal occupation or employment and other information is required to be disclosed in response to General Instruction C to Schedule 13D resulting from Mr. Vladimir Evtushenkov ceasing to be a controlling shareholder and member of the board of directors and any other management body of Sistema PJSFC.
Except as specifically provided herein, this Amendment No.2 does not modify or amend any of the information previously reported in the Schedule 13D, as amended by Amendment No. 1 filed with the SEC on May 28, 2021.
| Item 7. | Materials to be Filed as Exhibits |
Item 7 is hereby amended to add the following exhibit:
Exhibit Number | Description of Exhibit | |
| 99.5 | Joint Filing Agreement, dated April 28, 2022, by and among the Reporting Persons. | |
3
SIGNATURE
Dated: April 28, 2022
| Sistema PJSFC | ||
| By: | /s/ Vladimir Chirakhov | |
| Name: Vladimir Chirakhov | ||
| Title: Chief Executive Officer (President) | ||
| Sistema Venture Fund Limited | ||
| By: | /s/ Georgios Charalampous | |
| Name: Georgios Charalampous | ||
| Title: Director | ||
| Sistema Venture Capital Fund LLC | ||
| By: | /s/ Dmitry Filatov | |
| Name: Dmitry Filatov | ||
| Title: President | ||
