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MakeMyTrip Ltd — Major Shareholding Notification 2012
Feb 6, 2012
30673_mrq_2012-02-06_98cd5157-0fdd-46a7-a6cd-0cc06a12f618.zip
Major Shareholding Notification
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SC 13G/A 1 d295523dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MakeMyTrip Limited
(Name of issuer)
Ordinary Shares, par value US$0.0005 per share
(Title of class of securities)
V5633W109
(CUSIP number)
December 31, 2011
(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 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).
SCHEDULE 13G
CUSIP No. V5633W109 Page 2 of 9 Pages
| (1) | Names of reporting persons SB Asia Investment Fund II L.P. | |
|---|---|---|
| (2) | Check the appropriate box if a | |
| member of a group (see instructions) (a) ¨ (b) x | ||
| (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 11,836,570* |
| (6) | Shared voting power 0 | |
| (7) | Sole dispositive power 11,836,570* | |
| (8) | Shared dispositive power 0 | |
| (9) | Aggregate amount beneficially | |
| owned by each reporting person 11,836,570* | ||
| (10) | Check if the aggregate amount in | |
| Row (9) excludes certain shares (see instructions) ¨ | ||
| (11) | Percent of class represented by | |
| amount in Row (9) 31.88%** | ||
| (12) | Type of reporting person (see | |
| instructions) PN |
- See Item 4 of this Schedule.
** Based on 37,126,082 ordinary shares, par value US$0.0005 per share, reported as outstanding as of December 31, 2011 by the Issuer directly to the Reporting Persons.
SCHEDULE 13G
CUSIP No. V5633W109 Page 3 of 9 Pages
| (1) | Names of reporting persons SAIF II GP L.P. | |
|---|---|---|
| (2) | Check the appropriate box if a | |
| member of a group (see instructions) (a) ¨ (b) x | ||
| (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 11,836,570* |
| (6) | Shared voting power 0 | |
| (7) | Sole dispositive power 11,836,570* | |
| (8) | Shared dispositive power 0 | |
| (9) | Aggregate amount beneficially | |
| owned by each reporting person 11,836,570* | ||
| (10) | Check if the aggregate amount in | |
| Row (9) excludes certain shares (see instructions) ¨ | ||
| (11) | Percent of class represented by | |
| amount in Row (9) 31.88%** | ||
| (12) | Type of reporting person (see | |
| instructions) PN |
- See Item 4 of this Schedule.
** Based on 37,126,082 ordinary shares, par value US$0.0005 per share, reported as outstanding as of December 31, 2011 by the Issuer directly to the Reporting Persons.
SCHEDULE 13G
CUSIP No. V5633W109 Page 4 of 9 Pages
| (1) | Names of reporting persons SAIF Partners II L.P. | |
|---|---|---|
| (2) | Check the appropriate box if a | |
| member of a group (see instructions) (a) ¨ (b) x | ||
| (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 11,836,570* |
| (6) | Shared voting power 0 | |
| (7) | Sole dispositive power 11,836,570* | |
| (8) | Shared dispositive power 0 | |
| (9) | Aggregate amount beneficially | |
| owned by each reporting person 11,836,570* | ||
| (10) | Check if the aggregate amount in | |
| Row (9) excludes certain shares (see instructions) ¨ | ||
| (11) | Percent of class represented by | |
| amount in Row (9) 31.88%** | ||
| (12) | Type of reporting person (see | |
| instructions) PN |
- See Item 4 of this Schedule.
** Based on 37,126,082 ordinary shares, par value US$0.0005 per share, reported as outstanding as of December 31, 2011 by the Issuer directly to the Reporting Persons.
SCHEDULE 13G
CUSIP No. V5633W109 Page 5 of 9 Pages
| (1) | Names of reporting persons SAIF II GP Capital Ltd. | |
|---|---|---|
| (2) | Check the appropriate box if a | |
| member of a group (see instructions) (a) ¨ (b) x | ||
| (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 11,836,570* |
| (6) | Shared voting power 0 | |
| (7) | Sole dispositive power 11,836,570* | |
| (8) | Shared dispositive power 0 | |
| (9) | Aggregate amount beneficially | |
| owned by each reporting person 11,836,570* | ||
| (10) | Check if the aggregate amount in | |
| Row (9) excludes certain shares (see instructions) ¨ | ||
| (11) | Percent of class represented by | |
| amount in Row (9) 31.88%** | ||
| (12) | Type of reporting person (see | |
| instructions) CO |
- See Item 4 of this Schedule.
** Based on 37,126,082 ordinary shares, par value US$0.0005 per share, reported as outstanding as of December 31, 2011 by the Issuer directly to the Reporting Persons.
Page 6 of 9 Pages
Item 1 (a). Name of Issuer:
MakeMyTrip Limited
Item 1 (b). Address of Issuers Principal Executive Offices:
103 Udyog Vihar, Phase 1
Gurgaon, Haryana 122016
India
Item 2(a). Name of Person Filing:
(I) SB Asia Investment Fund II L.P. (SAIF)
(II) SAIF II GP L.P.
(III) SAIF Partners II L.P.
(IV) SAIF II GP Capital Ltd.
Item 2(b). Address of Principal Business Office or, if none, Residence:
(I) c/o M&C Corporate Services Limited
P.O. Box 309GT
Ugland House, South Church Street
George Town, Grand Cayman
Cayman Islands
c/o SAIF Advisors Limited
Suite 2516 2520, Two Pacific Place,
88 Queensway, Hong Kong
(II) c/o M&C Corporate Services Limited
P.O. Box 309GT
Ugland House, South Church Street
George Town, Grand Cayman
Cayman Islands
c/o SAIF Advisors Limited
Suite 2516 2520, Two Pacific Place,
88 Queensway, Hong Kong
(III) c/o M&C Corporate Services Limited
P.O. Box 309GT
Ugland House, South Church Street
George Town, Grand Cayman
Cayman Islands
c/o SAIF Advisors Limited
Suite 2516 2520, Two Pacific Place,
88 Queensway, Hong Kong
(IV) c/o M&C Corporate Services Limited
P.O. Box 309GT
Ugland House, South Church Street
George Town, Grand Cayman
Cayman Islands
c/o SAIF Advisors Limited
Suite 2516 2520, Two Pacific Place,
88 Queensway, Hong Kong
Page 7 of 9 Pages
Item 2(c). Citizenship:
(I) Cayman Islands
(II) Cayman Islands
(III) Cayman Islands
(IV) Cayman Islands
Item 2(d). Title of Class of Securities:
Ordinary shares, par value US$0.0005 per share, of MakeMyTrip Limited (the Ordinary Shares).
Item 2(e). CUSIP Number:
V5633W109
ITEM 3. If this statement is filed pursuant to 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
Not applicable.
ITEM 4. Ownership.
The information for each reporting person contained in Items 5-11 of the cover pages is incorporated herein by reference.
SAIF II GP Capital Ltd. is the sole general partner of SAIF Partners II L.P., which is the sole general partner of SAIF II GP L.P., which is the sole general partner of SAIF. Mr. Andrew Y. Yan is the sole director and shareholder of SAIF II GP Capital Ltd. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, Mr. Yan may be deemed to beneficially own all of the Ordinary Shares held by SAIF in the Issuer. Mr. Yan disclaims such beneficial ownership.
ITEM 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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.
By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 8 of 9 Pages
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. In addition, by signing below, the undersigned agrees that this Schedule 13G may be filed jointly on behalf of each of the Reporting Persons.
| /s/ Andrew Y. Yan | |
|---|---|
| Name: | Andrew Y. Yan |
| Title: | Director of SAIF II GP Capital Ltd., which is the General Partner of SAIF Partners II L.P., which is the General Partner of SAIF II GP L.P., which is the General Partner of SB |
| Asia Investment Fund II L.P. |
| /s/ Andrew Y. Yan | |
|---|---|
| Name: | Andrew Y. Yan |
| Title: | Director of SAIF II GP Capital Ltd., which is the General Partner of SAIF Partners II L.P., which is the General Partner of SAIF II GP L.P. |
| /s/ Andrew Y. Yan | |
|---|---|
| Name: | Andrew Y. Yan |
| Title: | Director of SAIF II GP Capital Ltd., which is the General Partner of SAIF Partners II L.P. |
| /s/ Andrew Y. Yan | |
|---|---|
| Name: | Andrew Y. Yan |
| Title: | Director of SAIF II GP Capital Ltd. |
Page 9 of 9 Pages
Exhibit Index
Exhibit A Joint Filing Agreement.