Yatra Online, Inc. — Director's Dealing 2017

Jan 17, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Yatra Online, Inc. (YTRA)
CIK: 0001516899
Period of Report: 2016-12-16

Reporting Person: MACQUARIE GROUP LTD (10% Owner)
Reporting Person: Macquarie Corporate Holdings Pty. Ltd (10% Owner)
Reporting Person: MIHI LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	2324355	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class F Shares	$		Ordinary Shares (1105782)		Indirect
Warrants	$11.50	2021-12-16	Ordinary Shares (2691459)		Indirect

Footnotes

F1: Represents 324,355 ordinary shares ("Ordinary Share") of Yatra Online, Inc. (the "Issuer") held by Macquarie Corporate Holdings Pty. Limited ("Macquarie Corporate Holdings") and 2,000,000 Ordinary Shares held by MIHI LLC ("MIHI").

F2: Macquarie Group Limited ("Macquarie Group") is the ultimate indirect parent of Macquarie Corporate Holdings Pty. Limited and MIHI LLC and may be deemed to beneficially own the Issuer's securities held thereby. Macquarie Group, Macquarie Corporate Holdings and MIHI are referred to collectively as the "Reporting Persons." Each Reporting Person disclaims beneficial ownership of all Ordinary Shares of the Issuer reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F3: Represents 1,105,782 shares of Class F common stock of Terrapin 3 Acquisition Corporation (the "Terrapin Class F Shares") held by MIHI. The Terrapin Class F shares vote together with the Ordinary Shares. Commencing 11 months after the consummation of the business combination, the Terrapin Class F Shares are convertible into Ordinary Shares on a one-for-one basis.

F4: Represents warrants to purchase 2,645,000 shares of Class A common stock of Terrapin 3 Acquisition Corporation (the "Terrapin Class A Shares") held by MIHI LLC and warrants to purchase 46,459 shares of Terrapin Class A Shares held by Macquarie Corporate Holdings. The warrants are exercisable 30 days after the consummation of the business combination and each warrant is exercisable for one half of a share of Terrapin Class A Shares. Currently, the Terrapin Class A Shares are convertible into Ordinary Shares on a one-for-one basis.