Freedom Holding Corp.

Major Shareholding Notification • Nov 14, 2017

SC 13D/A 1 frhc_sc13da.htm SCHEDULE 13D A AMENDMENT NO. 3 Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2017 Issuer Direct Corporation Blueprint

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)

| Freedom
Holding Corp. |
| --- |
| (Name
of Issuer) |
| Common
Stock, $.001 par value per share |
| (Title
of Class of Securities) |
| 356390104 |
| (CUSIP
Number) |

| Timur
R. Turlov |
| --- |
| Office
1704, 4B Building “Nurly
Tau” BC 17 Al
Farabi Ave. |
| Almaty,
Kazakhstan 050059 |
| +7 727
311 10 64 |
| (Name,
Address and Telephone Number of Person Authorized to |
| Receive
Notes and Communications) |

| November
10, 2017 |
| --- |
| (Date
of Event which Requires Filing of this Statement) |

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

• The remainder of this cover page shall be filled out for a reporting persons 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).

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CUSIP No. 356390104

| | Names
of Reporting Persons | |
| --- | --- | --- |
| | Timur
R. Turlov | |
| 2. | Check
the Appropriate Box if a Member of a Group (See
Instructions) | |
| | | (a) [
] |
| | | (b) [
] |
| 3. | SEC Use
Only | |
| 4. | Source
of Funds (See Instructions) | |
| | OO | |
| 5. | Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) | [
] |
| 6. | Citizenship
or Place of Organization | |
| | Federation
of St. Kitts and Nevis and Russian Federation (dual
citizenship) | |
| Number
of | 7. | Sole
Voting Power |
| Shares | | 42,405,112 |
| Beneficially | 8. | Shared
Voting Power |
| Owned
by | | 0 |
| Each | 9. | Sole
Dispositive Power |
| Reporting | | 42,405,112 |
| Person | 10. | Shared
Dispositive Power |
| With | | 0 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person | |
| | 45,405,112 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares (See
Instructions) | [
] |
| 13. | Percent
of Class Represented by Amount in Row (11) | |
| | 87.4% | |
| 14. | Type of
Reporting Person (See Instructions) | |
| | IN | |

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Item 1. Security and Issuer

This Amendment No. 3 (“Amendment No. 3”), dated November 14, 2017, amends and supplements the original Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission (the “Commission”) on December 2, 2015, (the “Original Schedule 13D”) relating to the common stock, par value $0.001, (“common stock”) of Freedom Holding Corp. (f/k/a BMB Munai, Inc.) (the “Issuer”) as amended and supplemented by Schedule 13D/A-1 filed with the Commission on July 10, 2017, (“Amendment No. 1”) and Schedule 13D/A-2 filed with the Commission on September 18, 2017, (“Amendment No. 2”). The Original Schedule 13D, Amendment No. 1 and Amendment No. 2, are collectively referred to herein as the “Schedule 13D.” Only those items hereby reported in this Amendment No. 3 are amended and all other items remain unchanged. Terms used herein but not otherwise defined shall have the meaning set forth in Schedule 13D.

Item 3. Source and Amount of Funds

The information contained on the cover pages to this Amendment No. 3 and the information set forth in Items 4, 5 and 6 hereof are incorporated by reference herein and Item 3 of Schedule 13D is hereby amended and supplemented as follows:

As reported in the Current Report on Form 8-K of the Issuer filed with the Commission on November 6, 2017, on November 1, 2017, final regulatory approval was received from the Cyprus Securities and Exchange Commission to allow the Reporting Person to transfer his 100% equity interest in FFINEU Investments Limited (“Freedom CY”) and the securities brokerage and financial services business conducted by it in Cyprus to the Issuer. The closing of the Freedom CY acquisition occurred on November 10, 2017 and completes the transactions between the Reporting Person and the Issuer contemplated in the Acquisition Agreement. The Reporting Person was issued 12,758,011 shares of restricted common stock in connection with the Freedom CY closing.

Item 4. Purpose of Transaction

The information contained on the cover pages to this Amendment No. 3 and the information set forth in Items 3, 5 and 6 hereof are incorporated by reference herein and Item 4 of Schedule 13D is hereby amended and supplemented as follows.

The Issuer and the Reporting Person entered into the Acquisition Agreement with the intent that the Issuer would acquire the securities brokerage and financial services businesses operated by certain companies owned by the Reporting Person. With the closing of the Freedom CY acquisition, all of the transactions contemplated by the Acquisition Agreement have been completed.

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Historically, the Reporting Person has contributed capital to the Issuer and its subsidiaries. From time to time in the future the Issuer, including its subsidiaries, may require additional operating capital contributions to satisfy their operating and/or net capital requirements. If the Reporting Person infuses additional capital into the Issuer or its subsidiaries, he may be issued additional shares of the Issuer in exchange for such capital contributions. The Reporting Person has no agreement with the Issuer regarding additional capital contributions and is under no obligation, contractual or otherwise, to provide additional capital to the Issuer or any of its subsidiaries.

The Reporting Person owns interests in other companies, including other companies engaged in the securities brokerage and financial services business. As deemed appropriate, the Issuer may seek to acquire interests in one or more of these companies. It is possible the Issuer could use shares of its common stock to make additional acquisitions from the Reporting Person.

Except as disclosed in this Amendment No. 3, the Reporting Person has no present plans or proposals that would relate to or result in the occurrence of any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Person intends to review his investment in the Issuer on a continuing basis and may in the future engage in discussions with management, the board of directors, other stockholders and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of the Issuer. Depending on various factors including, without limitation, the results of the Issuer’s operations, the Issuer’s financial condition, business strategy, price of the Issuer’s common stock, conditions in the securities market, general economic and industry conditions and his own personal financial condition, the Reporting Person may in the future take such actions with respect to his investment in the Issuer as he deems appropriate including, without limitation, purchasing additional shares or selling shares, engaging in hedging, as allowed by law, or similar transactions with respect to his shares, engaging in discussions with management, the board of directors, other stockholders and other relevant parties concerning the business, operations, board composition, management, strategy and future performance of the Issuer or taking other action to effect changes in the board composition, ownership structure or operations of the Issuer, encouraging the Issuer to pursue one or more strategic transactions and/or otherwise changing his intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

The information contained on the cover pages to this Amendment No. 3 and the information set forth in Items 3, 4 and 6 hereof are incorporated by reference herein and Item 5 of the original Schedule 13D is amended and restated as follows:

(a)

As of the date hereof, the Reporting Person beneficially owns 42,405,112 shares, or approximately 87.4% of the issued and outstanding common stock of the Issuer, based upon the records of the Issuer’s transfer agent as of November 10, 2017.

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(b)

The Reporting Person has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposal of all 42,405,112 shares of common stock he beneficially owns.

(c)

Other than as disclosed herein, during the past 60 days, the Reporting Person has not made any purchases of common stock of the Issuer.

(d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares.

(e)

Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect

to Securities of the Issuer

The information contained on the cover pages to this Amendment No. 3 and the information set forth in Items 3, 4 and 5 hereof are incorporated by reference herein and Item 6 of the original Schedule 13D is amended and restated as follows:

Except as disclosed in this Amendment No. 3, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

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SIGNATURES

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:
November 14, 2017 |
| --- |
| Timur
Turlov |

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