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)
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 8 |
| 1 | Names of Reporting Persons
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨
|
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
4,455,456 | |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
4,455,456 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,455,456
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
6.5%
|
| 12 | Type of Reporting Person
OO
|
| CUSIP No. 83418T108 | Schedule 13G | Page 2 of 8 |
| 1 | Names of Reporting Persons
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨
|
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
4,455,456 | |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
4,455,456 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,455,456
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
6.5%
|
| 12 | Type of Reporting Person
PN
|
| CUSIP No. 83418T108 | Schedule 13G | Page 3 of 8 |
| 1 | Names of Reporting Persons
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨
|
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
| |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
4,455,456 | |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
4,455,456 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,455,456
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
6.5%
|
| 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:
Elbrus Capital Fund III GP S.à r.l.
Elbrus Capital Fund III A.S.C.SP
Onlypiece Trading Limited
| (b) | Address or Principal Business Office: |
The business address for each of Elbrus Capital Fund III GP S.à r.l. and Elbrus Capital Fund III A.S.C.SP is 412F, route d’Esch, L-2086 Luxembourg.
The business address for Onlypiece Trading Limited is Katalanou 1, 1st floor, flat/office 101, Aglantzia 2121, Nicosia, Cyprus.
| (c) | Citizenship of each Reporting Person is: |
Each of Elbrus Capital Fund III A.S.C.SP and Elbrus Capital Fund III GP S.à r.l. is organized under the laws of Luxembourg.
Onlypiece Trading Limited is organized under the laws of Cyprus.
| (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 10, 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 of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
| Elbrus Capital Fund III GP S.à r.l. | 4,455,456 | 6.5 | % | 0 | 4,455,456 | 0 | 4,455,456 | |||||||||||||||||
| Elbrus Capital Fund III A.S.C.SP | 4,455,456 | 6.5 | % | 0 | 4,455,456 | 0 | 4,455,456 | |||||||||||||||||
| Onlypiece Trading Limited | 4,455,456 | 6.5 | % | 0 | 4,455,456 | 0 | 4,455,456 | |||||||||||||||||
Onlypiece Trading Limited is the record holder of the Ordinary Shares reported herein.
Onlypiece Trading Limited is an investment vehicle associated with Elbrus Capital Fund III A.S.C.SP. Elbrus Capital Fund III GP S.à r.l. is acting as the general partner of Elbrus Capital Fund III A.S.C.SP. As a result, each of Elbrus Capital Fund III A.S.C.SP and Elbrus Capital Fund III GP S.à r.l. may be deemed to share beneficial ownership of the Ordinary Shares owned by Onlypiece Trading Limited.
Elmira Askerova, Horiana Secara and Riccardo Zorzetto are the directors of Elbrus Capital Fund III GP S.à r.l. Each of Ms. Askerova, Ms. Secara and Mr. Zorzetto disclaim beneficial ownership of the investments held by Elbrus Capital Fund III GP S.à r.l. The Senior Partners of Elbrus Capital Fund III A.S.C.SP 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.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| CUSIP No. 83418T108 | Schedule 13G | Page 6 of 8 |
| 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.
| 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 10, 2022
| Elbrus Capital Fund III GP S.à r.l. | |||
| By: | /s/ Riccardo Zorzetto | /s/ Horiana Secara | |
| Name: Riccardo Zorzetto | Horiana Secara | ||
| Title: Managers | |||
| Elbrus Capital Fund III A.S.C.SP | |||
| By: | /s/ Riccardo Zorzetto | /s/ Horiana Secara | |
| Name: Riccardo Zorzetto | Horiana Secara | ||
| Title: Managers | |||
| Onlypiece Trading Limited | |||
| By: | /s/ Yury Titarenko | ||
| Name: Yury Titarenko | |||
| Title: Director | |||
| CUSIP No. 83418T108 | Schedule 13G | Page 8 of 8 |
LIST OF EXHIBITS
| Exhibit No. | Description |
| 99 | Joint Filing Agreement. |