UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 13F
Form 13F Cover Page
Report for the Calendar Year or Quarter Ended: March 31, 2013
Check here if Amendment [_]; Amendment Number: ___
This Amendment (Check only one.): [_] is a restatement.
[_] adds new holdings entries.
Institutional Investment Manager Filing this Report:
Name: DST Managers Limited
Business Address: Trident Trust Company (Cayman) Ltd, 4th Floor,
One Capital Place, George Town
Grand Cayman, Cayman Islands
Mailing Address: c/o Tulloch & Co.
4 Hill Street
London, X0, W1J5NE
United Kingdom
Form 13F File Number: 28-15373
The institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of this form.
Person Signing this Report on Behalf of Reporting Manager:
Name: Sara Hollinrake
Title: Director
Phone: +44 20 7318 1180
Signature, Place, and Date of Signing:
/s/ Sara Hollinrake Cyprus May 14, 2013
--------------------- ------------------------- ----------------------------
Report Type (Check only one.)
[X] 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager
are reported in this report.)
[_] 13F NOTICE. (Check here if no holdings reported are in this report, and
all holdings are reported by other reporting manager(s).)
[_] 13F COMBINATION REPORT. (Check here if a portion of the holdings of this
reporting manager is reported in this report and a portion is reported by
other reporting manager(s).)
FORM 13F SUMMARY PAGE
Report Summary:
Number of Other Included Managers: 1
Form 13F Information Table Entry Total: 5
Form 13F Information Table Value Total: $90,497 (x 1000)
List of Other Included Managers:
Provide a numbered list of name(s) and Form 13F file number(s) of all
institutional investment managers with respect to which this report is filed,
other than the manager filing this report.
No. 13F File Number Name
1 28-15376 DST USA Limited
COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 COLUMN 5 COLUMN 6 COLUMN 7 COLUMN 8
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Shares/ Sh/ Put/ Investment Other Voting Authority
Value
Name of Issuer Title of class CUSIP (x$1000) Prn Amt Prn Call Discretion Managers Sole Shared None
---------------- -------------- --------- -------- --------- ---- ---- ---------- -------- -------- ------ ------
FACEBOOK INC CL A 30303M102 51,638 1,939,823 SH Sole 1,939,823
GROUPON INC COM CL A 399473107 31,385 6,457,744 SH Sole 6,457,744
GROUPON INC COM CL A 399473107 7,152 1,471,644 SH Sole 1 1,471,644
ZYNGA INC CL A 98986T108 325 137,653 SH Sole 137,653