Amended Statement of Ownership (sc 13g/a)
14 Febrero 2023 - 12:13PM
Edgar (US Regulatory)
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. 1)*
Cian PLC
(Name of Issuer)
Ordinary
shares, par value $0.0004 per ordinary share
(Title of Class of Securities)
83418T108
(CUSIP Number)**
December 31, 2022
(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 9 |
| 1 |
Names of Reporting Persons
Elbrus
Capital Fund III GP S.à r.l.
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
¨
(b) ¨
|
| 3 |
SEC
Use Only
|
| 4 |
Citizenship or Place of Organization
Luxembourg
|
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
6.4%
|
| 12 |
Type
of Reporting Person
OO
|
| CUSIP
No. 83418T108 |
Schedule
13G |
Page
2 of 9 |
| 1 |
Names of Reporting Persons
Elbrus
Capital Fund III A.S.C.SP
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
¨
(b) ¨
|
| 3 |
SEC
Use Only
|
| 4 |
Citizenship or Place of Organization
Luxembourg
|
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
6.4%
|
| 12 |
Type
of Reporting Person
PN
|
| CUSIP
No. 83418T108 |
Schedule
13G |
Page
3 of 9 |
| 1 |
Names of Reporting Persons
Onlypiece
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 4 of 9 |
| 1 |
Names of Reporting Persons
Dias Holdings 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
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
6.4%
|
| 12 |
Type of Reporting Person
OO
|
| CUSIP
No. 83418T108 |
Schedule
13G |
Page
5 of 9 |
| 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
Dias Holdings 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 25C, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg
The business address for Onlypiece
Trading Limited is Axiou 30, Akropoli 2013, Nicosia, Cyprus
The business address for Dias Holdings
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 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.
Dias Holdings 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*.
| CUSIP
No. 83418T108 |
Schedule
13G |
Page
6 of 9 |
ITEM 3.
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 Fund III GP S.à r.l. | |
| 4,455,456 | | |
| 6.4 | % | |
| 0 | | |
| 4,455,456 | | |
| 0 | | |
| 4,455,456 | |
| Elbrus Capital Fund III A.S.C.SP | |
| 4,455,456 | | |
| 6.4 | % | |
| 0 | | |
| 4,455,456 | | |
| 0 | | |
| 4,455,456 | |
| Onlypiece Trading Limited | |
| 0 | | |
| 0 | % | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| Dias Holdings Limited | |
| 4,455,456 | | |
| 6.4 | % | |
| 0 | | |
| 4,455,456 | | |
| 0 | | |
| 4,455,456 | |
Dias Holding Limited is the record
holder of the Ordinary Shares reported herein.
Dias Holding 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 Dias Holdings Limited.
Elmira Askerova, is the director
of Elbrus Capital Fund III GP S.à r.l. Ms. Askerova, disclaims 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.
Following an internal reorganization,
all of the 4,455,456 Ordinary Shares previously held by Onlypiece Trading Limited were transferred to Dias Holdings Limited. As the result
of the foregoing, Onlypiece Trading Limited ceased to be the beneficial owner of the securities reported herein.
| * | 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
7 of 9 |
| 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, Onlypiece 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.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
Not applicable.
| CUSIP
No. 83418T108 |
Schedule
13G |
Page
8 of 9 |
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 14,
2023
| |
Elbrus Capital Fund III GP S.à r.l. |
| |
|
| |
By: |
/s/ Elmira Askerova |
| |
Name: |
Elmira Askerova |
| |
Title: |
Manager |
| |
|
|
| |
Elbrus Capital Fund III A.S.C.SP |
| |
|
| |
By: |
/s/ Elmira Askerova |
| |
Name: |
Elmira Askerova |
| |
Title: |
Manager of Elbrus Capital Fund III GP S.à r.l. |
| |
|
|
| |
Onlypiece Trading Limited |
| |
|
| |
By: |
/s/ Yury Titarenko |
| |
Name: |
Yury Titarenko |
| |
Title: |
Director of Strongboard Services (Cyprus) Ltd |
| |
|
|
| |
Dias Holdings Limited |
| |
|
| |
By: |
/s/ Yury Titarenko |
| |
Name: |
Yury Titarenko |
| |
Title: |
Director of Strongboard Services (Cyprus) Ltd |
| CUSIP
No. 83418T108 |
Schedule
13G |
Page
9 of 9 |
LIST OF EXHIBITS
Cian (NYSE:CIAN)
Gráfica de Acción Histórica
De Nov 2024 a Dic 2024
Cian (NYSE:CIAN)
Gráfica de Acción Histórica
De Dic 2023 a Dic 2024
