UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

Amendment No. 1

 

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| (Mark One)                                                                                                                                                                                   |                                                                                                          |
| ☐                                                                                                                                                                                     | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| OR                                                                                                                                                                                           |
| ☒                                                                                                                                                                                     | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                |
| For the fiscal year ended December 31, 2018                                                                                                                                             |
| OR                                                                                                                                                                                           |
| ☐                                                                                                                                                                                     | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934            |
| For the transition period from              to             |
| OR                                                                                                                                                                                           |
| ☐                                                                                                                                                                                     | SHELL COMPANY PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                |
| Date of event requiring this shell company report                                             |

 

Commission file number: 001-35173

YANDEX N.V.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name in English)

The Netherlands

(Jurisdiction of incorporation or organization)

Schiphol Boulevard 165

Schiphol P7 1118 BG, The Netherlands

(Address of principal executive offices)

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Arkady Volozh, Chief Executive Officer

Schiphol Boulevard 165

Schiphol 1118 BG, The Netherlands

Telephone: +31 20-206-6970

Facsimile: +31 20-446-6372

Email: askIR@yandex-team.ru

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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Securities registered or to be registered pursuant to Section 12(b) of the Act.

| Title of each class          |   | Name of each exchange on which registered |
|------------------------------|--------|-------------------------------------------|
| Class A Ordinary Shares |   | NASDAQ Global Select Market               |

 

Securities registered or to be registered pursuant to Section 12(g) of the Act.  None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. Class A Ordinary Shares

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report.(1)

| Title of each class |   | Number of shares outstanding |
|---------------------|--------|------------------------------|
| Class A        |   | 286,848,365                  |
| Class B        |   | 37,878,658                   |

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒  No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐  No ☒

Note—checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

|                                  |                            |                                |                                  |
|---------------------------------------|---------------------------------|-------------------------------------|---------------------------------------|
| Large accelerated filer ☒ | Accelerated filer ◻ | Non-accelerated filer ◻ | Emerging growth company ◻ |

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepared the financial statements included in this filing:

| U.S. GAAP ☒ | International Financial Reporting Standards ☐as issued by the International AccountingStandards Board | Other ☐ |
|------------------------------|-------------------------------------------------------------------------------------------------------------------|---------------------|

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐  Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN

BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐  No ☐

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(1) In addition, we had 5,589,290 Class A shares held in treasury and nil Class C shares issued and fully paid as of December 31, 2018. Our Class C shares are issued from time to time solely for technical purposes, to facilitate the conversion of our Class B shares into Class A shares. They are held by a Conversion Foundation managed by members of our Board of Directors. For the limited period of time during which any Class C shares are outstanding, they will be voted in the same proportion as votes cast by holders of our Class A and Class B shares, so as not to influence the outcome of any vote.

 

			 		

			 		

Explanatory Note

This Amendment No. 1 on Form 20-F to the Annual Report on Form 20-F for the fiscal year ended December 31, 2018 originally filed with the Securities and Exchange Commission (the “Commission”) on April 19, 2019 (“2018 Form 20-F”), is being filed solely for the purposes of filing the (i) Shareholders Agreement dated as of April 27, 2018 among PJSC “Sberbank of Russia”, Sberbank Nominee, Yandex N.V., Stichting Yandex Market Equity Incentive and Yandex Market B.V. and (ii) Agreement for Sale and Purchase of Future Thing dated November 27, 2018 by and between Limited Liability Company NAPA and Limited Liability Company Yandex (Translation), and restating the Exhibit Index accordingly.  Both agreements were previously filed with the 2018 Form 20-F but are being refiled in connection with the Commission’s newly adopted rules regarding confidential treatment requests.

 

Other than as expressly set forth above, this Form 20-F does not, and does not purport to, amend, update or restate the information in the 2018 Form 20-F, or reflect any events that have occurred since the 2018 Form 20-F was originally filed.

 

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| Item 19.  Exhibits.

  |
|--------------------------------------------|
| ExhibitNumber                              |      | Description of Document |
| 1.1                                        |   | Amended Articles of Association of the Company, amended as of June 1, 2016

(incorporated by reference to Exhibit 1.1 of our Annual Report on Form 20-F (file no. 001-35173) filed with the Securities and Exchange Commission on March 27, 2018)  |
| 4.2*                                       |   | Contribution Agreement dated as of July 13, 2017 among MLU B.V., Yandex N.V., Stichting Yandex Equity Incentive and Uber International C.V. (incorporated by reference to Exhibit 4.2 of our Annual Report on Form 20-F (file no. 001-35173) filed with the Securities and Exchange Commission on March 27, 2018) |
| 4.3*                                       |   | Shareholders Agreement in relation to MLU B.V. dated as of February 7, 2018 among Yandex N.V., Uber International C.V. and Stichting MLU Equity Incentive and MLU B.V. (incorporated by reference to Exhibit 4.3 of our Annual Report on Form 20-F (file no. 001-35173) filed with the Securities and Exchange Commission on March 27, 2018) |
| 4.4*                                       |   | Subscription Agreement dated as of 12 December 2017 among Yandex N.V., PJSC "Sberbank of Russia" and Yandex Market B.V. (incorporated by reference to Exhibit 4.4 of our Annual Report on Form 20-F (file no. 001-35173) filed with the Securities and Exchange Commission on March 27, 2018) |
| 4.5*†

 

4.6*                 |   | Shareholders Agreement dated as of April 27, 2018 among PJSC "Sberbank of Russia", Sberbank Nominee, Yandex N.V., Stichting Yandex Market Equity Incentive and Yandex Market B.V. 

Amendment Deed to Contribution Agreement dated 31 January 2017 among MLU B.V., Yandex N.V., Stichting Yandex Equity Incentive and Uber International C.V. (incorporated by reference to Exhibit 4.6 of our Annual Report on Form 20-F (file no. 001-35173) filed with the Securities and Exchange Commission on March 27, 2018) |
| 7.1                                        |   | Amended and Restated Shareholders Agreement (incorporated by reference to Exhibit 10.1 from our Registration Statement on Form F‐1 (file no. 333‐173766) filed with the Securities and Exchange Commission on April 28, 2011) |
| 7.2

                                 |  

 

  | Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.2 from our Registration Statement on Form F‐1 (file no. 333‐173766) filed with the Securities and Exchange Commission on April 28, 2011) |
| 7.3*                                       | † | Agreement for Sale and Purchase of Future Thing dated November 27, 2018 by and between Limited Liability Company NAPA and Limited Liability Company YANDEX (Translation) |
| 8.1                                        |   | Principal Subsidiaries (incorporated by reference to Exhibit 8.1 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 19, 2019)  |
| 12.1                                       | † | Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes‐Oxley Act of 2002 |
| 12.2                                       | † | Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes‐Oxley Act of 2002 |
| 13.1                                       | † | Certification by Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes‐Oxley Act of 2002 |
| 15.1                                       |   | Consent of JSC KPMG, Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 15.1 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 19, 2019) |
| 15.2                                       |   | Consent of AO Deloitte & Touche CIS, Independent Registered Public Accounting Firm. (incorporated by reference to Exhibit 15.2 from our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 19, 2019) |
| 101                                        |   | The following financial information formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of December 31, 2017 and 2018, (ii) Consolidated Statements of Income for the Years Ended December 31, 2016, 2017 and 2018, (iii) Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2016, 2017 and 2018, (iv) Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2017 and 2018, (v) Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2016, 2017 and 2018, and (vi) Notes to Consolidated Financial Statements |

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*Confidential treatment requested as to certain portions, which portions have been omitted and filed separately with the Securities and Exchange Commission

†     Filed herewith

			 		

			 		

 

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20‐F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

| Greg Abovsky

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|----------------------|------------------|--------------------------|---------------------------------------------------------------|
|                 | YANDEX N.V. |
|                 | By:              | /s/ Greg Abovsky

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|                 |             |                     |
|                 |             | Name:                    | Greg Abovsky                                                  |
|                 |             | Title:                   |  

Chief Financial Officer

 and Chief Operating Officer |

 

Date: September 3, 2019