Smith Vincent C SC 13GYatra Online / Smith Vincent C ownership change

(a) Name Of Issuer

Yatra Online, Inc. (the “Issuer”)

(b) Address Of Issuer's Principal Executive Offices

1101 03, 11th Floor, Tower B

Unitech Cyber Park

Sector 39, Gurgaon, Haryana 122002

India

(a) Name Of Person Filing

This Statement is filed on behalf of each of the following:

(i)         Red Beard Holdings, LLC, a limited liability company organized under the laws of Delaware (“Red Beard”);

(ii)       VCS Master Holdings GP, a Delaware General Partnership (“VCS”);

(iii)      LB2, LLC, a limited liability company organized under the laws of California ("LB 2"); and

(iv)      Vincent C. Smith, an individual ("Mr. Smith", and together with Red Beard, VCS and LB2, the "Reporting Persons").

Mr. Smith is the Manager of each of Red Beard and LB 2, and has the sole right to vote and dispose of the securities held by each of Red Beard and LB 2. Mr Smith is the settlor of all the trusts that are the partners of VCS, and may be deemed to be the beneficial owner of the securities held by VCS.

(b) Address Of Principal Business Office Or, If None, Residence

The mailing address for each of the Reporting Persons is 17595 Harvard Avenue, Suite C511, Irvine, California 92614.

(c) Citizenship

(i)         Red Beard is a limited liability company organized under the laws of Delaware;

(ii)       VCS is a general partnership organized under the laws of Delaware;

(iii)      LB2 is a limited liability company organized under the laws of California; and

(iv)      Mr. Smith is a citizen of the United States of America.

(d) Title of Class of Securities:

Ordinary Shares, par value $0.0001 per share (the “Ordinary Shares”)

(e) CUSIP Number:

G98338109

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) Amount beneficially owned: 

As of April 4, 2023:

(i)         Red Beard beneficially owns an aggregate of 4,400 shares;

(ii)        VCS beneficially owns an aggregate of 124,000 shares;

(iii)       LB2 beneficially owns an aggregate of 2,900 shares; and

(iv)       Mr. Smith may be deemed to be the beneficial owner of an aggregate of 3,110,695 shares, including the shares held by each of Red Beard and LB 2, VCS, 72,000 shares held by The Vincent C. Smith, JR. Annuity Trust 2010-1, of which Mr. Smith is Trustee, 35,075 shares held by The Vincent C. Smith, JR. Annuity Trust 2011-1, of which Mr. Smith is Trustee, and 2,872,320 shares held directly.

(b) Percent of class: 

The percentage of shares beneficially owned by the Reporting Persons below is based upon 63,505,389 shares of the Issuer's Ordinary Shares outstanding as of December 31, 2022, as set forth in Exhibit 99.1 to the Issuer's Current Report on Form 6-K filed with the Securities and Exchange Commission on March 28, 2023:

(i)         Red Beard – less than 1%;

(ii)        VCS –  less than 1%

(iii)       LB2 – less than 1%;

(iv)       Mr. Smith – 5.1%

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

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

Red Beard: 0

VCS: 0

LB2: 0

Mr. Smith: 2,979,395

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

Red Beard: 4,400

VCS: 124,000

LB2: 2,900

Mr. Smith: 131,300

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

Red Beard: 0

VCS: 0

LB2: 0

Mr. Smith: 2,979,395

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

Red Beard: 4,400

VCS: 124,000

LB2: 2,900

Mr. Smith: 131,300

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Ownership of More Than Five Percent on Behalf of Another Person:

N/A

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

N/A

Identification and Classification of Members of the Group:

N/A

Notice of Dissolution of a Group:

N/A

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.