(Amendment No. 1)*
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
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”).
83418T108*.
Not applicable.
(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.
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.
|
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