**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 20-F**

 

**(Amendment No. 2)**

 

**(Mark One)**

 

| **o**      | **REGISTRATION STATEMENT PURSUANT   TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934**                                     |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                              |
| **OR**     |
| ** ** | ** **                                                                                                                                              |
| **x**      | **ANNUAL REPORT PURSUANT TO SECTION 13   OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   For the fiscal year ended December 31, 2012** |
| ** ** | ** **                                                                                                                                              |
| **OR**     |
| ** ** | ** **                                                                                                                                              |
| **o**      | **TRANSITION REPORT PURSUANT TO SECTION 13   OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                |
| ** ** | ** **                                                                                                                                              |
| **OR**     |
| ** ** | ** **                                                                                                                                              |
| **o**      | **SHELL COMPANY PURSUANT TO   SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                    |

 

Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . .

 

**For the transition period from                       to                        **

 

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) |

 

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| **Laan Copes van Cattenburch 52**

**The Hague, the Netherlands**

**2585 GB** |
|--------------------------------------------------------------------------------|
| (Address of principal executive offices)                                       |

 
| **Arkady Volozh, Chief Executive Officer**

**Laan Copes van Cattenburch 52**

**The Hague, the Netherlands**

**2585 GB**

**Telephone: +31-70-356-2237**

**Facsimile: +31-70-356-1126**

**Email: askIR@yandex-team.ru** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (Name, Telephone, E-mail and/or Facsimile number and Address of   Company Contact Person)                                                                                                                                   |

 

Registrant’s telephone number, including area code: **+31-70-345-4700**

 

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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**

 

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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                           |       | 202,318,864                                     |
| Class B                           |       | 125,441,218                                     |

 

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(1)           In addition, we had 27,972,630 Class C shares outstanding as of December 31, 2012. 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, and 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 the votes by holders of our Class A and Class B shares, so as not to influence the outcome of any vote.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  x No  o

 

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  o No  x

 

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  x No  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (check one):

 

| Large accelerated filer x |   | Accelerated filer o |   | Non-accelerated filer o |
|---------------------------|--------|---------------------|--------|-------------------------|

 

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

 

| U.S. GAAP x |   | International Financial Reporting Standards as issued   by the International Accounting Standards Board o |   | Other o |
|-------------|--------|-----------------------------------------------------------------------------------------------------------|--------|---------|

 

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  o Item 18  o

 

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  o No  x

 

(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  o No  o

 

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**EXPLANATORY NOTE**

 

This Amendment No. 2 to the Annual Report on Form 20-F for the fiscal year ended December 31, 2012, originally filed with the Securities and Exchange Commission (the “Commission”) on March 11, 2013 (the “2012 Form 20-F”), is being filed solely for the purposes of refiling Exhibits 12.1 and 12.2.  The Exhibits 12.1 and 12.2 filed with this Amendment No. 2 to the 2012 Form 20-F will replace the Exhibits 12.1 and 12.2 originally filed with the 2012 Form 20-F.

 

Other than as expressly set forth above, this Amendment No. 2 to the 2012 Form 20-F does not, and does not purport to, amend, update or restate the information in any other item of the 2012 Form 20-F, or reflect any events that have occurred after the 2012 Form 20-F was originally filed.

 

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**PART III**

 

**Item 19.  Exhibits.**

 
| **Exhibit   Number** | ** ** | **Description of Document**                                                                           |
|----------------------|------------|-----------------------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                            |
| 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 |

 

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**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 Amendment No. 2 to its Annual Report on its behalf.

 
|                          | YANDEX N.V. |                  |
|-------------------------------|------------------|-----------------------|
|                          | By:              | /S/ ALEXANDER SHULGIN |
|                          |             | Name:                 | Alexander   Shulgin |
|                          |             | Title:                | *Chief Financial Officer* |
|                          |             |                  | * * |
| Date:   October 18, 2013 |             |                  | * * |
|                               |                  |                       |  |  |

 

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