Amended Statement of Ownership (sc 13g/a)
14 February 2022 - 10:09PM
Edgar (US Regulatory)
United States
Securities and Exchange Commission
Washington,
D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed
Pursuant
to § 240.13d-1(b), (c) and (d) and
Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
HeadHunter Group PLC
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
42207L106
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
* 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 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).
CUSIP
No. 42207L106
|
Schedule
13G
|
Page 1
of 7
|
1
|
Names of Reporting Persons
ELQ Investors VIII Ltd
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a) ¨
(b) ¨
|
3
|
SEC Use Only
|
4
|
Citizenship or Place of Organization
United Kingdom
|
Number of Shares
Beneficially Owned
by Each Reporting
Person With
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
4,402,281
|
7
|
Sole Dispositive Power
0
|
8
|
Shared Dispositive Power
4,402,281
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,402,281
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
11
|
Percent of Class Represented by Amount in Row 9
8.7%
|
12
|
Type of Reporting Person
OO
|
CUSIP
No. 42207L106
|
Schedule
13G
|
Page 2
of 7
|
1
|
Names of Reporting Persons
The Goldman Sachs Group Inc.
|
2
|
Check the Appropriate Box if a Member of a Group
|
(a) ¨
(b) ¨
|
3
|
SEC Use Only
|
4
|
Citizenship or Place of Organization
Delaware
|
Number of Shares
Beneficially Owned
by Each Reporting
Person With
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
4,412,779
|
7
|
Sole Dispositive Power
0
|
8
|
Shared Dispositive Power
4,412,779
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,412,779
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
11
|
Percent of Class Represented by Amount in Row 9
8.7%
|
12
|
Type of Reporting Person
CO
|
CUSIP
No. 42207L106
|
Schedule
13G
|
Page 3
of 7
|
ITEM 1.
|
(a)
|
Name of Issuer:
|
HeadHunter Group PLC (the “Issuer”).
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
9/10 Godovikova St., Moscow, 129085, Russia.
ITEM 2.
|
(a)
|
Name of Person Filing:
|
Each of the following is hereinafter
individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is
filed on behalf of:
ELQ Investors VIII Ltd
The Goldman Sachs Group
Inc.
|
(b)
|
Address or Principal Business Office:
|
The address of ELQ Investors VIII
Ltd is Plumtree Court, 25 Shoe Lane, London, EC4A 4AU, United Kingdom. The address of The Goldman Sachs Group Inc. is 200 West
Street, New York, NY 10282.
|
(c)
|
Citizenship of each Reporting Person is:
|
ELQ Investors VIII Ltd is
incorporated in the United Kingdom. The Goldman Sachs Group Inc. is incorporated in the State of Delaware.
|
(d)
|
Title of Class of Securities:
|
Ordinary Shares, nominal value €0.002
per share (“Ordinary Shares”).
42207L106
ITEM
3.
Not applicable.
CUSIP
No. 42207L106
|
Schedule
13G
|
Page 4
of 7
|
(a-c)
The ownership information presented
below represents beneficial ownership of Ordinary Shares of the Issuer as of December 31, 2021, based upon 50,635,720 Ordinary Shares
outstanding as of July 1, 2021.
Reporting Person
|
|
Amount
beneficially
owned
|
|
Percent
of class:
|
|
Sole
power
to vote
or to
direct
the vote:
|
|
Shared
power to
vote or to
direct the
vote:
|
|
Sole
power to
dispose or
to direct
the
disposition
of:
|
|
Shared
power to
dispose or
to direct
the
disposition
of:
|
ELQ Investors VIII Ltd
|
|
4,402,281
|
|
8.7%
|
|
0
|
|
4,402,281
|
|
0
|
|
4,402,281
|
The Goldman Sachs Group Inc.
|
|
4,412,779
|
|
8.7%
|
|
0
|
|
4,412,779
|
|
0
|
|
4,412,779
|
ELQ Investors VIII Ltd is the record
holder of 4,402,281 Ordinary Shares. ELQ Investors VIII Ltd is a wholly owned, indirect subsidiary of the Goldman Sachs Group Inc.,
and as a result the Goldman Sachs Group Inc. may be deemed to share beneficial ownership of the Ordinary Shares held by ELQ Investors
VIII Ltd. In addition, the Goldman Sachs Group Inc. may be deemed to share beneficial ownership of 10,498 Ordinary Shares underlying
American Depositary Receipts held in a trading account of a wholly owned, indirect subsidiary of the Goldman Sachs Group Inc. The Goldman
Sachs Group Inc. is a publicly traded company.
|
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.
CUSIP
No. 42207L106
|
Schedule
13G
|
Page 5
of 7
|
|
ITEM 9.
|
Notice of Dissolution of Group.
|
Not applicable.
Not applicable.
CUSIP
No. 42207L106
|
Schedule
13G
|
Page 6
of 7
|
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 11,
2022
|
ELQ Investors VIII Ltd
|
|
|
|
|
By:
|
/s/ Jim Wiltshire
|
|
Name: Jim Wiltshire
|
|
Title: Director
|
|
|
|
|
The Goldman Sachs Group, Inc.
|
|
|
|
|
By:
|
/s/ Terry Mosher
|
|
Name: Terry Mosher
|
|
Title: Attorney-in-fact
|
CUSIP
No. 42207L106
|
Schedule
13G
|
Page 7
of 7
|
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