SEC Form 3 · accession 0000899243-17-001301
Yatra Online, Inc. · YTRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 16, 2016
Accepted (ET)
Jan 17, 2017 · 11:26 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001516899
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2 | holding | — | — | — | 2,324,355 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class F SharesF2,F3 | — | holding | — | — | — | Nov 16, 2017 | — | Ordinary Shares | 1,105,782 | — | I |
| WarrantsF2,F3,F4 | $11.50 | holding | — | — | — | Jan 15, 2017 | Dec 16, 2021 | Ordinary Shares | 2,691,459 | — | I |
Explanation of responses
- F1Represents 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").
- F2Macquarie 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.
- F3Represents 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.
- F4Represents 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.