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)*

 

 

YANDEX N.V.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

N97284108

(CUSIP Number)

December 31, 2012

(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 disclosure 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 the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 25

 

 

 


CUSIP No. N97284108  

 

  1.   

Name of Reporting Person

 

BC & B Holdings B.V.

  2.  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization –

 

    The Netherlands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

   5.    

Sole Voting Power:

 

    58,202,121

   6.   

Shared Voting Power:

 

    0

   7.   

Sole Dispositive Power:

 

    58,202,121

   8.   

Shared Dispositive Power:

 

    0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

    58,202,121 1

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

11.  

Percent of Class Represented by Amount in Row (9):

 

    23.69% 2

12.  

Type of Reporting Person:

 

    CO

 

1 

Includes 53,454,686 Class B Shares, each of which may be converted at the option of the holder into one Class A Share. The rights of the holders of Class A Shares and Class B Shares are identical, except with respect to conversion rights and voting rights. Each Class B Share is entitled to ten votes per share, and each Class A Share is entitled to one vote per share. BC&B is 100% owned by Strickland Holdings Limited, a Cyprus registered limited liability company (“Strickland”). 47% of the share capital of Strickland is held by Chouet Nominees Limited. (“CHNL”), 22% of the share capital of Strickland is held by Baring Vostok Nominees Limited. (“BVNL”), 21% of the share capital of Strickland is held by Dehus Dolmen Nominees Limited. (“DDNL”). Decisions with respect to the sale of Yandex shares held by BC&B are governed by a shareholders agreement between CHNL, BVNL, DDNL and the other shareholders of Strickland which allows each shareholder to unilaterally cause Strickland to make decisions as necessary to effect a sale of such underlying shareholder’s interests in Yandex. CHNL, therefore has the right to control the voting and disposition of 482,351 Class A shares and 27,026,124 Class B shares held by BC&B, BVNL therefore has the right to control the voting and disposition of 220,098 Class A shares and 12,332,099 Class B shares held by BC&B, DDNL therefore has the right to control the voting and disposition of 4,044,986 Class A shares and 8,441,077 Class B shares held by BC&B.

2 

Based on 187,851,850 Class A Shares outstanding as of September 30, 2012, as disclosed on the Issuer’s Report on Form 6-K dated October 30, 2012, plus 4,400,000 Class A Shares issued on conversion of Class B Shares by all reporting persons to this Schedule following September 30, 2012, and assumes conversion of such reporting person’s Class B Shares held as at December 31, 2012 into Class A Shares.


CUSIP No. N97284108  

 

  1.   

Name of Reporting Person

 

Strickland Holdings Limited

  2.  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization -

 

    Cyprus

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

   5.    

Sole Voting Power:

 

    0

   6.   

Shared Voting Power:

 

    58,202,121

   7.   

Sole Dispositive Power:

 

    0

   8.   

Shared Dispositive Power:

 

    58,202,121

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

    58,202,121 3

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

11.  

Percent of Class Represented by Amount in Row (9)

 

    23.69% 4

12.  

Type of Reporting Person:

 

    CO

 

3 

Shares held of record by BC&B. See footnote 1, above.

 
4 

Based on 187,851,850 Class A Shares outstanding as of September 30, 2012, as disclosed on the Issuer’s Report on Form 6-K dated October 30, 2012, plus 4,400,000 Class A Shares issued on conversion of Class B Shares by all reporting persons to this Schedule following September 30, 2012, and assumes conversion of such reporting person’s Class B Shares held as at December 31, 2012 into Class A Shares.


CUSIP No. N97284108  

 

  1.   

Name of Reporting Person

 

Chouet Nominees Limited

  2.  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization -

 

    Guernsey

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

   5.    

Sole Voting Power:

 

    0

   6.   

Shared Voting Power:

 

    27,508,475

   7.   

Sole Dispositive Power:

 

    0

   8.   

Shared Dispositive Power:

 

    27,508,475

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

    27,508,475

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

    X6

11.  

Percent of Class Represented by Amount in Row (9):

 

    12.55% 7

12.  

Type of Reporting Person:

 

    CO

 

5 

Shares held of record by BC&B. See footnote 1, above.

6 

Excludes 30,693,646 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Chouet Nominees Limited disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

7 

Based on 187,851,850 Class A Shares outstanding as of September 30, 2012, as disclosed on the Issuer’s Report on Form 6-K dated October 30, 2012, plus 4,400,000 Class A Shares issued on conversion of Class B Shares by all reporting persons to this Schedule following September 30, 2012, and assumes conversion of such reporting person’s Class B Shares held as at December 31, 2012 into Class A Shares.


CUSIP No. N97284108  

 

13.   

Name of Reporting Person

 

Baring Vostok Private Equity Fund

14.  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

15.  

SEC Use Only

 

16.  

Citizenship or Place of Organization -

 

    Guernsey

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

   17.    

Sole Voting Power:

 

    0

   18.   

Shared Voting Power:

 

    27,508,475

   19.   

Sole Dispositive Power:

 

    0

   20.   

Shared Dispositive Power:

 

    27,508,475

21.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

     27,508,4758

22.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

    X9

23.  

Percent of Class Represented by Amount in Row (9):

 

    12.55% 10

24.  

Type of Reporting Person:

 

    PN

 

8 

Shares held of record by BC&B. See footnote 1, above.

9

Excludes 30,693,646 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Private Equity Fund disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

10 

Based on 187,851,850 Class A Shares outstanding as of September 30, 2012, as disclosed on the Issuer’s Report on Form 6-K dated October 30, 2012, plus 4,400,000 Class A Shares issued on conversion of Class B Shares by all reporting persons to this Schedule following September 30, 2012, and assumes conversion of such reporting person’s Class B Shares held as at December 31, 2012 into Class A Shares.


CUSIP No. N97284108  

 

25.   

Name of Reporting Person

 

Baring Vostok Fund Managers Limited

26.  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

27.  

SEC Use Only

 

28.  

Citizenship or Place of Organization -

 

    Guernsey

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

   29.    

Sole Voting Power:

 

    0

   30.   

Shared Voting Power:

 

    27,508,475

   31.   

Sole Dispositive Power:

 

    0

   32.   

Shared Dispositive Power:

 

    27,508,475

33.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

     27,508,47511

34.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

    X12

35.  

Percent of Class Represented by Amount in Row (9):

 

    12.55% 13

36.  

Type of Reporting Person:

 

    CO

 

11

Shares held of record by BC&B. See footnote 1, above.

12

Excludes 30,693,646 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Fund Managers Limited disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

13

Based on 187,851,850 Class A Shares outstanding as of September 30, 2012, as disclosed on the Issuer’s Report on Form 6-K dated October 30, 2012, plus 4,400,000 Class A Shares issued on conversion of Class B Shares by all reporting persons to this Schedule following September 30, 2012, and assumes conversion of such reporting person’s Class B Shares held as at December 31, 2012 into Class A Shares.


CUSIP No. N97284108  

 

37.   

Name of Reporting Person

 

Baring Vostok Fund (GP) L.P.

38.  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

39.  

SEC Use Only

 

40.  

Citizenship or Place of Organization -

 

    Guernsey

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

   41.    

Sole Voting Power:

 

    0

   42.   

Shared Voting Power:

 

    27,508,475

   43.   

Sole Dispositive Power:

 

    0

   44.   

Shared Dispositive Power:

 

    27,508,475

45.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

     27,508,47514

46.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

    X15

47.  

Percent of Class Represented by Amount in Row (9):

 

    12.55% 16

48.  

Type of Reporting Person:

 

    PN

 

14 

Shares held of record by BC&B. See footnote 1, above.

15 

Excludes 30,693,646 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Fund (GP) L.P. disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

16 

Based on 187,851,850 Class A Shares outstanding as of September 30, 2012, as disclosed on the Issuer’s Report on Form 6-K dated October 30, 2012, plus 4,400,000 Class A Shares issued on conversion of Class B Shares by all reporting persons to this Schedule following September 30, 2012, and assumes conversion of such reporting person’s Class B Shares held as at December 31, 2012 into Class A Shares.


CUSIP No. N97284108  

 

  1.   

Name of Reporting Person

 

Baring Vostok Nominees Limited

  2.  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization -

 

    Guernsey

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

   5.    

Sole Voting Power:

 

    0

   6.   

Shared Voting Power:

 

    12,552,197

   7.   

Sole Dispositive Power:

 

    0

   8.   

Shared Dispositive Power:

 

    12,552,197

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

     12,552,19717

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

    X18

11.  

Percent of Class Represented by Amount in Row (9):

 

    6.14% 19

12.  

Type of Reporting Person:

 

    CO

 

17

Shares held of record by BC&B. See footnote 1, above.

18

Excludes 45,649,924 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Nominees Limited disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

19 

Based on 187,851,850 Class A Shares outstanding as of September 30, 2012, as disclosed on the Issuer’s Report on Form 6-K dated October 30, 2012, plus 4,400,000 Class A Shares issued on conversion of Class B Shares by all reporting persons to this Schedule following September 30, 2012, and assumes conversion of such reporting person’s Class B Shares held as at December 31, 2012 into Class A Shares.


CUSIP No. N97284108  

 

  1.   

Name of Reporting Person

 

Baring Vostok Private Equity Fund III

  2.  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization -

 

    Guernsey

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

   5.    

Sole Voting Power:

 

    0

   6.   

Shared Voting Power:

 

    12,552,197

   7.   

Sole Dispositive Power:

 

    0

   8.   

Shared Dispositive Power:

 

    12,552,197

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

     12,552,19720

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

    X21

11.  

Percent of Class Represented by Amount in Row (9):

 

    6.14% 22

12.  

Type of Reporting Person:

 

    PN

 

20 

Shares held of record by BC&B. See footnote 1, above.

21

Excludes 45,649,924 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Private Equity Fund III disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

22 

Based on 187,851,850 Class A Shares outstanding as of September 30, 2012, as disclosed on the Issuer’s Report on Form 6-K dated October 30, 2012, plus 4,400,000 Class A Shares issued on conversion of Class B Shares by all reporting persons to this Schedule following September 30, 2012, and assumes conversion of such reporting person’s Class B Shares held as at December 31, 2012 into Class A Shares.


CUSIP No. N97284108  

 

13.   

Name of Reporting Person

 

Baring Vostok Fund III Managers Limited

14.  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

15.  

SEC Use Only

 

16.  

Citizenship or Place of Organization -

 

    Guernsey

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

   17.    

Sole Voting Power:

 

    0

   18.   

Shared Voting Power:

 

    12,552,197

   19.   

Sole Dispositive Power:

 

    0

   20.   

Shared Dispositive Power:

 

    12,552,197

21.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

     12,552,19723

22.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

    X24

23.  

Percent of Class Represented by Amount in Row (9):

 

    6.14% 25

24.  

Type of Reporting Person:

 

    CO

 

23 

Shares held of record by BC&B. See footnote 1, above.

24 

Excludes 45,649,924 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Fund III Managers Limited disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

25

Based on 187,851,850 Class A Shares outstanding as of September 30, 2012, as disclosed on the Issuer’s Report on Form 6-K dated October 30, 2012, plus 4,400,000 Class A Shares issued on conversion of Class B Shares by all reporting persons to this Schedule following September 30, 2012, and assumes conversion of such reporting person’s Class B Shares held as at December 31, 2012 into Class A Shares.


CUSIP No. N97284108  

 

25.   

Name of Reporting Person

 

Baring Vostok Fund III (GP) L.P.

26.  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

27.  

SEC Use Only

 

28.  

Citizenship or Place of Organization -

 

    Guernsey

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

   29.    

Sole Voting Power:

 

    0

   30.   

Shared Voting Power:

 

    12,552,197

   31.   

Sole Dispositive Power:

 

    0

   32.   

Shared Dispositive Power:

 

    12,552,197

33.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

     12,552,19726

34.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

    X27

35.  

Percent of Class Represented by Amount in Row (9):

 

    6.14% 28

36.  

Type of Reporting Person:

 

    PN

 

26

Shares held of record by BC&B. See footnote 1, above.

27 

Excludes 45,649,924 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Fund III (GP) L.P. disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

28 

Based on 187,851,850 Class A Shares outstanding as of September 30, 2012, as disclosed on the Issuer’s Report on Form 6-K dated October 30, 2012, plus 4,400,000 Class A Shares issued on conversion of Class B Shares by all reporting persons to this Schedule following September 30, 2012, and assumes conversion of such reporting person’s Class B Shares held as at December 31, 2012 into Class A Shares.


CUSIP No. N97284108  

 

  1.   

Name of Reporting Person

 

Dehus Dolmen Nominees Limited

  2.  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization -

 

    Guernsey

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

   5.    

Sole Voting Power:

 

    0

   6.   

Shared Voting Power:

 

    12,486,063

   7.   

Sole Dispositive Power:

 

    0

   8.   

Shared Dispositive Power:

 

    12,486,063

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

     12,486,06329

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

    X30

11.  

Percent of Class Represented by Amount in Row 9:

 

    6.22% 31

12.  

Type of Reporting Person:

 

    CO

 

29 

Shares held of record by BC&B. See footnote 1, above.

30 

Excludes 45,716,058 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Dehus Dolmen Nominees Limited disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

31 

Based on 187,851,850 Class A Shares outstanding as of September 30, 2012, as disclosed on the Issuer’s Report on Form 6-K dated October 30, 2012, plus 4,400,000 Class A Shares issued on conversion of Class B Shares by all reporting persons to this Schedule following September 30, 2012, and assumes conversion of such reporting person’s Class B Shares held as at December 31, 2012 into Class A Shares.


CUSIP No. N97284108  

 

  1.   

Name of Reporting Person

 

Baring Vostok Private Equity Fund IV

  2.  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization -

 

    Guernsey

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

   5.    

Sole Voting Power

 

    0

   6.   

Shared Voting Power:

 

    12,486,063

   7.   

Sole Dispositive Power:

 

    0

   8.   

Shared Dispositive Power:

 

    12,486,063

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

     12,486,06332

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

    X33

11.  

Percent of Class Represented by Amount in Row (9):

 

    6.22% 34

12.  

Type of Reporting Person:

 

    PN

 

32 

Shares held of record by BC&B. See footnote 1, above.

33 

Excludes 45,716,058 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Private Equity Fund IV disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

34 

Based on 187,851,850 Class A Shares outstanding as of September 30, 2012, as disclosed on the Issuer’s Report on Form 6-K dated October 30, 2012, plus 4,400,000 Class A Shares issued on conversion of Class B Shares by all reporting persons to this Schedule following September 30, 2012, and assumes conversion of such reporting person’s Class B Shares held as at December 31, 2012 into Class A Shares.


CUSIP No. N97284108  

 

  1.   

Name of Reporting Person

 

Baring Vostok Fund IV Managers Limited

  2.  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization -

 

    Guernsey

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

   5.    

Sole Voting Power

 

    0

   6.   

Shared Voting Power:

 

    12,486,063

   7.   

Sole Dispositive Power:

 

    0

   8.   

Shared Dispositive Power:

 

    12,486,063

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

     12,486,06335

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

    X36

11.  

Percent of Class Represented by Amount in Row (9):

 

    6.22% 37

12.  

Type of Reporting Person:

 

    CO

 

35 

Shares held of record by BC&B. See footnote 1, above.

36 

Excludes 45,716,058 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Fund IV Managers Limited disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

37 

Based on 187,851,850 Class A Shares outstanding as of September 30, 2012, as disclosed on the Issuer’s Report on Form 6-K dated October 30, 2012, plus 4,400,000 Class A Shares issued on conversion of Class B Shares by all reporting persons to this Schedule following September 30, 2012, and assumes conversion of such reporting person’s Class B Shares held as at December 31, 2012 into Class A Shares.


CUSIP No. N97284108  

 

  1.   

Name of Reporting Person

 

Baring Vostok Fund IV (GP) L.P.

  2.  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization -

 

    Guernsey

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

   5.    

Sole Voting Power

 

    0

   6.   

Shared Voting Power:

 

    12,486,063

   7.   

Sole Dispositive Power:

 

    0

   8.   

Shared Dispositive Power:

 

    12,486,063

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

     12,486,06338

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

    X39

11.  

Percent of Class Represented by Amount in Row (9):

 

    6.22%40

12.  

Type of Reporting Person:

 

    PN

 

38 

Shares held of record by BC&B. See footnote 1, above.

39 

Excludes 45,716,058 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Fund IV (GP) L.P. disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.

40 

Based on 187,851,850 Class A Shares outstanding as of September 30, 2012, as disclosed on the Issuer’s Report on Form 6-K dated October 30, 2012, plus 4,400,000 Class A Shares issued on conversion of Class B Shares by all reporting persons to this Schedule following September 30, 2012, and assumes conversion of such reporting person’s Class B Shares held as at December 31, 2012 into Class A Shares.


Item 1(a)    Name of Issuer:
   YANDEX N.V.
Item 1(b)    Address of Issuer’s Principal Executive Offices:
   Laan Copes Van Cattenburch 52
   The Hague P7 2585
   The Netherlands
Item 2(a)    Name of Person Filing:
   1) BC & B Holdings B.V.
   2) Strickland Holdings Limited
   3) Chouet Nominees Limited
   4) Baring Vostok Nominees Limited
   5) Dehus Dolmen Nominees Limited
   6) Baring Vostok Private Equity Fund
   7) Baring Vostok Private Equity Fund III
   8) Baring Vostok Private Equity Fund IV
   9) Baring Vostok Fund Managers Limited
   10) Baring Vostok Fund III Managers Limited
   11) Baring Vostok Fund IV Managers Limited
   12) Baring Vostok Fund (GP) L.P.
   13) Baring Vostok Fund III (GP) L.P.
   14) Baring Vostok Fund IV (GP) L.P.
Item 2(b)    Address of Principal Business Office:
   1) Laan Copes Van Cattenburch 52, The Hague, P7 2585, The Netherlands
   2) 32 Kristis Street, Papachristoforou Building, 4th Floor, Limassol, Cyprus
   3 – 14) 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL
Item 2(c)    Citizenship:
   1) Dutch
   2) Cyprus
   3– 14) Guernsey
Item 2(d)    Title of Class of Securities:
   1) Class A Common Stock
Item 2(e)    CUSIP Number: N97284108


Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

  Not Applicable.

 

Item 4. Ownership (a) through (c) – See EXHIBIT A

(a) Amount beneficially owned:

See EXHIBIT A

(b) Percent of class:

See EXHIBIT A

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote:

See EXHIBIT A

(ii) Shared power to vote or direct the vote:

See EXHIBIT A

(iii) Sole power to dispose or to direct the disposition:

See EXHIBIT A

(iv) Shared power to dispose or to direct the disposition:

See EXHIBIT A


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.
 

From time to time Baring Vostok Private Equity Fund, Baring Vostok Private Equity Fund III and Baring Vostok Private Equity Fund IV (“the Funds”) enter into arrangements with consultants and other parties where they are given the right to receive amounts in respect of the proceeds of the shares beneficially owned by the funds, and / or the dividends received on such shares. As at December 31, 2012 one such arrangement was in effect which did not relate to more than 5% of the Class A Ordinary Shares.

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.

SEE EXHIBIT B

Item 9.   Notice of Dissolution of Group.

Not Applicable.

Item 10.   Certification.

Not applicable


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, 2013   BC & B Holdings B.V.
  Signature:  

/s/ Holly Nielsen

  By:   Holly Nielsen, Director
Date: February 14, 2013   Strickland Holdings Limited
  Signature:  

/s/ Maria Iasonos

  By:   Maria Iasonos, Director
Date: February 14, 2013   Chouet Nominees Limited
  Signature:  

/s/ Peter Touzeau

  By:   Peter Touzeau, Director
Date: February 14, 2013   Baring Vostok Nominees Limited
  Signature:  

/s/ Peter Touzeau

  By:   Peter Touzeau, Director
Date: February 14, 2013   Dehus Dolmen Nominees Limited
  Signature:  

/s/ Peter Touzeau

  By:   Peter Touzeau, Director


Date: February 14, 2013   Baring Vostok Private Equity Fund
  Signature:  

/s/ Peter Touzeau

  By:   Peter Touzeau, Director
 

Baring Vostok Fund Managers Limited

As General Partner to

Baring Vostok Fund (GP) L.P.

As General Partner

Date: February 14, 2013   Baring Vostok Private Equity Fund III
  Signature:  

/s/ Peter Touzeau

  By:   Peter Touzeau, Director
 

Baring Vostok Fund III Managers Limited

As General Partner to

Baring Vostok Fund III (GP) L.P.

As General Partner

Date: February 14, 2013   Baring Vostok Private Equity Fund IV
  Signature:  

/s/ Peter Touzeau

  By:   Peter Touzeau, Director
 

Baring Vostok Fund IV Managers Limited

As General Partner to

Baring Vostok Fund IV (GP) L.P.

As General Partner

Date: February 14, 2013   Baring Vostok Private Equity Fund (GP) L.P.
  Signature:  

/s/ Peter Touzeau

  By:   Peter Touzeau, Director
 

Baring Vostok Fund Managers Limited

As General Partner


Date: February 14, 2013   Baring Vostok Private Equity Fund III (GP) L.P.
  Signature:  

/s/ Peter Touzeau

  By:   Peter Touzeau, Director
 

Baring Vostok Fund III Managers Limited

As General Partner

Date: February 14, 2013   Baring Vostok Private Equity Fund IV (GP) L.P.
  Signature:  

/s/ Peter Touzeau

  By:   Peter Touzeau, Director
 

Baring Vostok Fund IV Managers Limited

As General Partner


AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree as follows:

 

  1. Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G/ is filed on behalf of each of them; and

 

  2. Each of them is responsible for the timely filing of such schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate

 

Date: February 14, 2013   BC & B Holdings B.V.
  Signature:  

/s/ Holly Nielsen

  By:   Holly Nielsen, Director
Date: February 14, 2013   Strickland Holdings Limited
  Signature:  

/s/ Maria Iasonos

  By:   Maria Iasonos, Director
Date: February 14, 2013   Chouet Nominees Limited
  Signature:  

/s/ Peter Touzeau

  By:   Peter Touzeau, Director
Date: February 14, 2013   Baring Vostok Nominees Limited
  Signature:  

/s/ Peter Touzeau

  By:   Peter Touzeau, Director


Date: February 14, 2013   Dehus Dolmen Nominees Limited
  Signature:  

/s/ Peter Touzeau

  By:   Peter Touzeau, Director
Date: February 14, 2013   Baring Vostok Private Equity Fund
  Signature:  

/s/ Peter Touzeau

  By:   Peter Touzeau, Director
 

Baring Vostok Fund Managers Limited

As General Partner to

Baring Vostok Fund (GP) L.P.

As General Partner

Date: February 14, 2013   Baring Vostok Private Equity Fund III
  Signature:  

/s/ Peter Touzeau

  By:   Peter Touzeau, Director
 

Baring Vostok Fund III Managers Limited

As General Partner to

Baring Vostok Fund III (GP) L.P.

As General Partner

Date: February 14, 2013   Baring Vostok Private Equity Fund IV
  Signature:  

/s/ Peter Touzeau

  By:   Peter Touzeau, Director
 

Baring Vostok Fund IV Managers Limited

As General Partner to

Baring Vostok Fund IV (GP) L.P.

As General Partner


Date: February 14, 2013   Baring Vostok Private Equity Fund (GP) L.P.
  Signature:  

/s/ Peter Touzeau

  By:   Peter Touzeau, Director
 

Baring Vostok Fund Managers Limited

As General Partner

Date: February 14, 2013   Baring Vostok Private Equity Fund III (GP) L.P.
  Signature:  

/s/ Peter Touzeau

  By:   Peter Touzeau, Director
 

Baring Vostok Fund III Managers Limited

As General Partner

Date: February 14, 2013   Baring Vostok Private Equity Fund IV (GP) L.P.
  Signature:  

/s/ Peter Touzeau

  By:   Peter Touzeau, Director
 

Baring Vostok Fund IV Managers Limited

As General Partner


EXHIBIT A

Item 4 – Ownership

 

     Class A  Shares1  

(a)    Amount beneficially owned:

  

BC & B Holdings B.V.

     58,202,121   

Strickland Holdings Limited

     58,202,121   

Chouet Nominees Limited

     27,508,475   

Baring Vostok Nominees Limited

     12,552,197   

Dehus Dolmen Nominees Limited

     12,486,063   

Baring Vostok Private Equity Fund

     27,508,475   

Baring Vostok Private Equity Fund III

     12,552,197   

Baring Vostok Private Equity Fund IV

     12,486,063   

Baring Vostok Fund Managers Limited

     27,508,475   

Baring Vostok Fund III Managers Limited

     12,552,197   

Baring Vostok Fund IV Managers Limited

     12,486,063   

Baring Vostok Fund (GP) L.P.

     27,508,475   

Baring Vostok Fund III (GP) L.P.

     12,552,197   

Baring Vostok Fund IV (GP) L.P.

     12,486,063   

(b)    Percent of class

  

BC & B Holdings B.V.

     23.69

Strickland Holdings Limited

     23.69

Chouet Nominees Limited

     12.55

Baring Vostok Nominees Limited

     6.14

Dehus Dolmen Nominees Limited

     6.22

Baring Vostok Private Equity Fund

     12.55

Baring Vostok Private Equity Fund III

     6.14

Baring Vostok Private Equity Fund IV

     6.22

Baring Vostok Fund Managers Limited

     12.55

Baring Vostok Fund III Managers Limited

     6.14

Baring Vostok Fund IV Managers Limited

     6.22

Baring Vostok Fund (GP) L.P.

     12.55

Baring Vostok Fund III (GP) L.P.

     6.14

Baring Vostok Fund IV (GP) L.P.

     6.22

 

1  Assumes conversion of all such reporting person’s Class B Shares into Class A Shares.


          Class A Shares  
(c)    Number of shares as to which such person has:   
   (i)    Sole power to vote or to direct the vote:   
      BC & B Holdings B.V.      58,202,121   
      Strickland Holdings Limited      0   
      Chouet Nominees Limited      0   
      Baring Vostok Nominees Limited      0   
      Dehus Dolmen Nominees Limited      0   
      Baring Vostok Private Equity Fund      0   
      Baring Vostok Private Equity Fund III      0   
      Baring Vostok Private Equity Fund IV      0   
      Baring Vostok Fund Managers Limited      0   
      Baring Vostok Fund III Managers Limited      0   
      Baring Vostok Fund IV Managers Limited      0   
      Baring Vostok Fund (GP) L.P.      0   
      Baring Vostok Fund III (GP) L.P.      0   
      Baring Vostok Fund IV (GP) L.P.      0   
      Baring Vostok Manager Holding Limited (Guernsey)      0   
   (ii)    Shared power to vote or to direct the vote:   
      BC & B Holdings B.V.      0   
      Strickland Holdings Limited      58,202,121   
      Chouet Nominees Limited      27,508,475   
      Baring Vostok Nominees Limited      12,552,197   
      Dehus Dolmen Nominees Limited      12,486,063   
      Baring Vostok Private Equity Fund      27,508,475   
      Baring Vostok Private Equity Fund III      12,552,197   
      Baring Vostok Private Equity Fund IV      12,486,063   
      Baring Vostok Fund Managers Limited      27,508,475   
      Baring Vostok Fund III Managers Limited      12,552,197   
      Baring Vostok Fund IV Managers Limited      12,486,063   
      Baring Vostok Fund (GP) L.P.      27,508,475   
      Baring Vostok Fund III (GP) L.P.      12,552,197   
      Baring Vostok Fund IV (GP) L.P.      12,486,063   

 


(iii)    Sole power to dispose or to direct the disposition of:   
   BC & B Holdings B.V.      58,202,121   
   Strickland Holdings Limited      0   
   Chouet Nominees Limited      0   
   Baring Vostok Nominees Limited      0   
   Dehus Dolmen Nominees Limited      0   
   Baring Vostok Private Equity Fund      0   
   Baring Vostok Private Equity Fund III      0   
   Baring Vostok Private Equity Fund IV      0   
   Baring Vostok Fund Managers Limited      0   
   Baring Vostok Fund III Managers Limited      0   
   Baring Vostok Fund IV Managers Limited      0   
   Baring Vostok Fund (GP) L.P.      0   
   Baring Vostok Fund III (GP) L.P.      0   
   Baring Vostok Fund IV (GP) L.P.      0   
(iv)    Shared power to dispose or to direct the disposition of:   
   BC& B Holdings B.V.      0   
   Strickland Holdings Limited      58,202,121   
   Chouet Nominees Limited      27,508,475   
   Baring Vostok Nominees Limited      12,552,197   
   Dehus Dolmen Nominees Limited      12,486,063   
   Baring Vostok Private Equity Fund      27,508,475   
   Baring Vostok Private Equity Fund III      12,552,197   
   Baring Vostok Private Equity Fund IV      12,486,063   
   Baring Vostok Fund Managers Limited      27,508,475   
   Baring Vostok Fund III Managers Limited      12,552,197   
   Baring Vostok Fund IV Managers Limited      12,486,063   
   Baring Vostok Fund (GP) L.P.      27,508,475   
   Baring Vostok Fund III (GP) L.P.      12,552,197   
   Baring Vostok Fund IV (GP) L.P.      12,486,063   

 


EXHIBIT B

Item 8 – Identification and Classification of Group

Consists of 4,747,435 Class A shares and 53,454,686 Class B shares held directly by BC&B Holdings B.V. (“BC&B”). BC&B is 100% owned by Strickland Holdings Limited., a Cyprus registered limited liability company (“Strickland”). The shares of Yandex held by BC&B are beneficially owned in the following percentages: 9.72% by Belka Holdings Limited. (“Belka”); 21.57% by Baring Vostok Nominees Limited (“BVNL”); 21.45% by Dehus Dolmen Nominees Limited (“DDNL”) and 47.26% by Chouet Nominees Limited (“CHNL”).

Decisions with respect to the sale of Yandex shares held by BC&B are governed by a shareholders agreement between BVNL, DDNL, CHNL and Belka which allows each shareholder to unilaterally cause Strickland to take decisions as necessary to effect a sale of such underlying shareholder’s interests in Yandex. Therefore, BVNL, DDNL and CHNL, through the General Partners, may be deemed to have the right to control the voting and disposition of 4,747,435 Class A shares and 53,454,686 Class B shares held by BC&B. BVNL, DDNL, and CHNL disclaim beneficial ownership of the shares held by BC&B except to the extent of its pecuniary interest therein and this report shall not be construed as an admission that such persons are the beneficial owner of such securities.

Each of BVNL, DDNL, CHNL and Belka may be deemed members of a group with Strickland and BC&B by reason of the shareholders agreement. Such persons may also be deemed members of a group with each of the other Reporting Persons by reason of the relationships described below. Each of the Reporting Persons disclaims membership in such group and this report shall not be construed as an admission that such persons are members of a group. Belka is filing a separate Schedule 13G to report its holdings. Each of the Reporting Persons other than BC&B and Strickland disclaim beneficial ownership of the shares assigned to Strickland by Belka and all other securities deemed beneficially owned by Belka and this report shall not be construed as an admission that such persons are the beneficial owner of such securities.

CHNL is a limited liability company that acts as nominee holding company for Baring Vostok Private Equity Fund (“BVPEF”). Baring Vostok Fund Managers Limited (“BVFML”) is the General Partner to Baring Vostok Fund (GP) L.P. who in turn is the General Partner to each of the Limited Partnerships comprising BVPEF. Each of BVFML and Baring Vostok Fund (GP) L.P. disclaim beneficial ownership of the shares beneficially owned by CHNL and BVPEF except to the extent of its pecuniary interest therein and this report shall not be construed as an admission that such persons are the beneficial owner of such securities.

BVNL is a limited liability company that acts as nominee holding company for Baring Vostok Private Equity Fund III (“BVPEFIII”). Baring Vostok Fund III Managers Limited (“BVFIIIML”) is the General Partner to Baring Vostok Fund III (GP) L.P. who in turn is the General Partner to each of the Limited Partnerships comprising BVPEFIII. Each of BVFIIIML and Baring Vostok Fund III (GP) L.P. disclaim beneficial ownership of the shares beneficially owned by BVNL and BVPEFIII except to the extent of its pecuniary interest therein and this report shall not be construed as an admission that such persons are the beneficial owner of such securities.

DDNL is a limited liability company that acts as nominee holding company for Baring Vostok Private Equity Fund IV (“BVPEFIV”). Baring Vostok Fund IV Managers Limited (“BVFIVML”) is the General Partner to Baring Vostok Fund IV (GP) L.P. who in turn is the General Partner to each of the Limited Partnerships comprising BVPEFIV. Each of BVFIVML and Baring Vostok Fund IV (GP)


L.P. disclaim beneficial ownership of the shares beneficially owned by DDNL and BVPEFIV except to the extent of its pecuniary interest therein and this report shall not be construed as an admission that such persons are the beneficial owner of such securities.

Each of BVFML, BVFIIIML and BVFIVML (together the “General Partners”) are owned by Baring Vostok Manager Holding Limited (Guernsey)(“BVMHL”). BVMHL disclaims beneficial ownership of the shares beneficially owned or deemed beneficially owned by each of the other Reporting Persons except to the extent of its pecuniary interest therein and this report shall not be construed as an admission that such person is the beneficial owner of such securities.

Voting and investment power over the investments held by each of the limited partnerships in the Baring Vostok funds is exercised by each fund’s respective General Partner. Baring Vostok Capital Partners Limited, as investment advisor to the Baring Vostok funds, has no voting or investment control over the Baring Vostok funds. The General Partners make decisions based on recommendations of investment committees appointed in respect of BVPEF, BVPEFIII and BVPEFIV. Baring Vostok Capital Partners Limited disclaims beneficial interest in the securities held by the Reporting Persons. The business address of the Baring Vostok funds is c/o Ipes (Guernsey) Limited, 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL.