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
(Amendment No. __)*
| Yatra Online, Inc. |
| (Name of Issuer) |
| Ordinary Shares, par value $0.0001 per share |
| (Title of Class of Securities) |
| G98338109 |
| (CUSIP Number) |
| December 16, 2016 |
| (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)
x Rule 13d-1(c)
o 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.
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. G98338109 | 13G | Page 2 of12 Pages |
| 1. | NAMES OF REPORTING PERSONS
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)o (b)o
| |||
| 3. | SEC USE ONLY
| |||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
| |||
NUMBER OF SHARES | 5. | SOLE VOTING POWER 4,232,946 | ||
| 6. | SHARED VOTING POWER 0 | |||
| EACH REPORTING PERSON WITH | 7. | SOLE DISPOSITIVE POWER 4,232,946 | ||
| 8. | SHARED DISPOSITIVE POWER
| |||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,232,946* | |||
| 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 11.78%* | |||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
| |||
* Represents 404,000 Ordinary Shares and Warrants to purchase 3,828,946 Ordinary Shares, which are exercisable as of January 15, 2017 and expire on December 16, 2021. Percent of class represented is based on 32,109,465 Ordinary Shares outstanding, as reported in the Current Report on Form 8-K of Yatra USA Corp., filed with the Securities and Exchange Commission (the “SEC”) on December 22, 2016.
| CUSIP No. G98338109 | 13G | Page 3 of12 Pages |
| 1. | NAMES OF REPORTING PERSONS
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)o (b)o
| |||
| 3. | SEC USE ONLY
| |||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
| |||
NUMBER OF SHARES | 5. | SOLE VOTING POWER 557,500 | ||
| 6. | SHARED VOTING POWER 0 | |||
| EACH REPORTING PERSON WITH | 7. | SOLE DISPOSITIVE POWER 557,500 | ||
| 8. | SHARED DISPOSITIVE POWER 0 | |||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 557,500 | |||
| 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 1.74%* | |||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
| |||
* Based on 32,109,465 Ordinary Shares outstanding, as reported in the Current Report on Form 8-K of Yatra USA Corp., filed with the SEC on December 22, 2016.
| CUSIP No. G98338109 | 13G | Page 4 of12 Pages |
| 1. | NAMES OF REPORTING PERSONS
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)o (b)o
| |||
| 3. | SEC USE ONLY
| |||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
| |||
NUMBER OF SHARES | 5. | SOLE VOTING POWER 550,000 | ||
| 6. | SHARED VOTING POWER 0 | |||
| EACH REPORTING PERSON WITH | 7. | SOLE DISPOSITIVE POWER 550,000 | ||
| 8. | SHARED DISPOSITIVE POWER 0 | |||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 550,000 | |||
| 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 1.71%* | |||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
| |||
* Based on 32,109,465 Ordinary Shares outstanding, as reported in the Current Report on Form 8-K of Yatra USA Corp., filed with the SEC on December 22, 2016.
| CUSIP No. G98338109 | 13G | Page 5 of12 Pages |
| 1. | NAMES OF REPORTING PERSONS
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)o (b)o
| |||
| 3. | SEC USE ONLY
| |||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
| |||
NUMBER OF SHARES | 5. | SOLE VOTING POWER 327,000 | ||
| 6. | SHARED VOTING POWER 0 | |||
| EACH REPORTING PERSON WITH | 7. | SOLE DISPOSITIVE POWER 327,000 | ||
| 8. | SHARED DISPOSITIVE POWER 0 | |||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 327,000 | |||
| 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 1.02%* | |||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
| |||
* Based on 32,109,465 Ordinary Shares outstanding, as reported in the Current Report on Form 8-K of Yatra USA Corp., filed with the SEC on December 22, 2016.
| CUSIP No. G98338109 | 13G | Page 6 of12 Pages |
| 1. | NAMES OF REPORTING PERSONS
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)o (b)o
| |||
| 3. | SEC USE ONLY
| |||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
| |||
NUMBER OF SHARES | 5. | SOLE VOTING POWER 158,500 | ||
| 6. | SHARED VOTING POWER 0 | |||
| EACH REPORTING PERSON WITH | 7. | SOLE DISPOSITIVE POWER 158,500 | ||
| 8. | SHARED DISPOSITIVE POWER 0 | |||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 158,500 | |||
| 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 0.49%* | |||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
| |||
* Based on 32,109,465 Ordinary Shares outstanding, as reported in the Current Report on Form 8-K of Yatra USA Corp., filed with the SEC on December 22, 2016.
| CUSIP No. G98338109 | 13G | Page 7 of12 Pages |
| 1. | NAMES OF REPORTING PERSONS
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)o (b)o
| |||
| 3. | SEC USE ONLY
| |||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
| |||
NUMBER OF SHARES | 5. | SOLE VOTING POWER 3,000 | ||
| 6. | SHARED VOTING POWER 5,825,946 | |||
| EACH REPORTING PERSON WITH | 7. | SOLE DISPOSITIVE POWER 3,000 | ||
| 8. | SHARED DISPOSITIVE POWER 5,825,946 | |||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,828,946* | |||
| 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 16.85%* | |||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
| |||
* Represents (i) 404,000 Ordinary Shares held by Apple Orange LLC; (ii) warrants to purchase 3,828,946 Ordinary Shares, which are exercisable as of January 15, 2017 and expire on December 16, 2021; (iii) 557,500 Ordinary Shares held by the Leight Family 1998 Irrevocable Trust (the “Trust”); (iv) 550,000 Ordinary Shares held by Argyle Investors LLC (“Argyle”); (v) 327,000 Ordinary Shares held by Candlemaker Partners LLLP (“Candlemaker”); (vi) 158,500 Ordinary Shares held by We Deserve Better, LLC and (vii) 3,000 Ordinary Shares held directly by Nathan Leight. Mr. Leight is the sole managing member of Apple Orange LLC, Candlemaker Management LLC, which is the general partner of Candlemaker, and We Deserve Better, LLC and has sole voting and dispositive control over securities held by Apple Orange LLC, Candlemaker and We Deserve Better, LLC. Mr. Leight’s children are the beneficiaries of the Trust and his wife is the trustee. The Trust is the sole managing member of Argyle and has sole voting and dispositive control over the securities held by Argyle. Mr. Leight may be deemed the beneficial owner of the securities held by Apple Orange LLC, the Trust, Argyle, Candlemaker and We Deserve Better, LLC. Mr. Leight disclaims beneficial ownership of such securities except to the extent of his respective pecuniary interest therein. Percent of class represented is based on 32,109,465 Ordinary Shares outstanding, as reported in the Current Report on Form 8-K of Yatra USA Corp., filed with the SEC on December 22, 2016.
| CUSIP No. G98338109 | 13G | Page 8 of12 Pages |
| Item 1(a). | Name of Issuer: |
| Yatra Online, Inc. (the “Issuer”) | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
| 1101-03, 11th Floor, Tower-B, Unitech Cyber Park, Sector 39, Gugaon Haryana 122002, India | |
| Item 2(a). | Name of Person Filing: |
This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
| (i) | Apple Orange LLC |
| (ii) | Leight Family 1998 Irrevocable Trust |
| (iii) | Argyle Investors LLC |
| (iv) | Candlemaker Partners LLLP |
| (v) | We Deserve Better, LLC |
| (vi) | Nathan Leight |
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
| The principal business address of each of the Reporting Persons is 1700 Broadway, 18th Floor, New York, New York 10019. | |
| Item 2(c). | Citizenship: |
| (i) | Apple Orange LLC is a limited liability company formed in the State of Delaware. |
| (ii) | Leight Family 1998 Irrevocable Trust is a trust organized under the laws of the State of New York. |
| (iii) | Argyle Investors LLC is a limited liability company formed in the State of Delaware. |
| (iv) | Candlemaker Partners LLLP is a limited liability limited partnership organized under the laws of the State of Florida. |
| (v) | We Deserve Better, LLC is a limited liability company formed in the State of Florida. |
| (vi) | Nathan Leight is a citizen of the United States. |
| Item 2(d). | Title of Class of Securities: |
Ordinary Shares, par value $0.0001 per share (the “Ordinary Shares”).*
*Ordinary Shares is the class of securities of the Issuer registered pursuant to the Securities Exchange Act of 1934, as amended. Certain of the Reporting Persons own warrants to purchase Ordinary Shares, which may be exercised within 60 days of the date hereof.
| |
| Item 2(e). | CUSIP Number: |
| G98338109 | |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
| CUSIP No. G98338109 | 13G | Page 9 of12 Pages |
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | o | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | o | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | o | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); | |
| (j) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | |
| (k) | o | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________
Not Applicable.
Item 4. Ownership.
The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
Apple Orange LLC owns an aggregate of 4,232,946 Ordinary Shares, representing 11.78% of the total Ordinary Shares issued and outstanding. The Leight Family 1998 Irrevocable Trust owns an aggregate of 557,500 Ordinary Shares, representing 1.74% of the total Ordinary Shares issued and outstanding. Argyle Investors LLC owns an aggregate of 550,000 Ordinary Shares, representing 1.71% of the total Ordinary Shares issued and outstanding. Candlemaker Partners LLLP owns an aggregate of 327,000 Ordinary Shares, representing 1.02% of the total Ordinary Shares issued and outstanding. We Deserve Better, LLC owns an aggregate of 158,500 Ordinary Shares, representing 0.49% of the total Ordinary Shares issued and outstanding. Nathan Leight owns an aggregate of 5,828,946 Ordinary Shares, representing 16.85% of the total Ordinary Shares issued and outstanding. The percentage of total Ordinary Shares issued and outstanding is calculated based on 32,109,465 Ordinary Shares outstanding, as reported in the Current Report on Form 8-K of Yatra USA Corp., filed with the SEC on December 22, 2016. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
| CUSIP No. G98338109 | 13G | Page 10 of12 Pages |
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.
Nathan Leight’s wife is the trustee of the Leight Family 1998 Irrevocable Trust (the “Trust”) and has the power to direct the proceeds from the sale of securities owned by the Trust. The Trust owns an aggregate of 557,500 Ordinary Shares, representing 1.74% of the total Ordinary Shares issued and outstanding.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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. Certifications.
Not Applicable.
| CUSIP No. G98338109 | 13G | Page 11 of12 Pages |
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: December 27, 2016 | |||
APPLE ORANGE LLC | |||
| By: | /s/ Nathan Leight | ||
Name: | Nathan Leight | ||
Title: | Managing Member | ||
LEIGHT FAMILY 1998 IRREVOCABLE TRUST | |||
| By: | /s/ Elizabeth Leight | ||
Name: | Elizabeth Leight | ||
Title: | Trustee | ||
ARGYLE INVESTORS LLC | |||
By: | Leight Family 1998 Irrevocable Trust, its Managing Member | ||
| By: | /s/ Elizabeth Leight | ||
Name: | Elizabeth Leight | ||
Title: | Trustee | ||
CANDLEMAKER PARTNERS LLLP | |||
By: | Candlemaker Management LLC, its General Partner | ||
| By: | /s/ Nathan Leight | ||
Name: | Nathan Leight | ||
Title: | Managing Member | ||
WE DESERVE BETTER LLC | |||
| By: | /s/ Nathan Leight | ||
Name: | Nathan Leight | ||
Title: | Managing Member | ||
/s/ Nathan Leight | |||
Nathan Leight | |||
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see U.S.C. 1001)
| CUSIP No. G98338109 | 13G | Page 12 of12 Pages |
Exhibit 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning her, him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that she, he or it knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of December 27, 2016.
Date: December 27, 2016 | |||
APPLE ORANGE LLC | |||
| By: | /s/ Nathan Leight | ||
Name: | Nathan Leight | ||
Title: | Managing Member | ||
LEIGHT FAMILY 1998 IRREVOCABLE TRUST | |||
| By: | /s/ Elizabeth Leight | ||
Name: | Elizabeth Leight | ||
Title: | Trustee | ||
ARGYLE INVESTORS LLC | |||
By: | Leight Family 1998 Irrevocable Trust, its Managing Member | ||
| By: | /s/ Elizabeth Leight | ||
Name: | Elizabeth Leight | ||
Title: | Trustee | ||
CANDLEMAKER PARTNERS LLLP | |||
By: | Candlemaker Management LLC, its General Partner | ||
| By: | /s/ Nathan Leight | ||
Name: | Nathan Leight | ||
Title: | Managing Member | ||
WE DESERVE BETTER LLC | |||
| By: | /s/ Nathan Leight | ||
Name: | Nathan Leight | ||
Title: | Managing Member | ||
/s/ Nathan Leight | |||
Nathan Leight | |||
