United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule13d-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.)*
HeadHunter Group PLC
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
42207L106
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule13d-1(b)
☐ Rule13d-1(c)
☒ Rule13d-1(d)
| * | 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 6 |
| 1 | Names of Reporting Persons
ELQ Investors VIII Limited | |||||
| 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
12,499,998 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
12,499,998 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,499,998 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
| |||||
| 11 | Percent of Class Represented by Amount in Row 9
25.0% | |||||
| 12 | Type of Reporting Person
OO | |||||
| CUSIP No. 42207L106 | Schedule 13G | Page 2 of 6 |
| 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
12,499,998 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
12,499,998 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,499,998 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
| |||||
| 11 | Percent of Class Represented by Amount in Row 9
25.0% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. 42207L106 | Schedule 13G | Page 3 of 6 |
| ITEM 1. | (a) Name of Issuer: |
HeadHunter Group PLC
(b) Address of Issuer’s Principal Executive Offices: |
Dositheou 42, Strovolos, 2028, Nicosia Cyprus.
| 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 Limited
The Goldman Sachs Group Inc.
(b) Address or Principal Business Office: |
The address of ELQ Investors VIII Limited is Peterborough Court, 133 Fleet Street, London, EC4A 2BB, 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 Limited 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”).
(e) CUSIP Number: |
42207L106
| ITEM 3. |
Not applicable.
| CUSIP No. 42207L106 | Schedule 13G | Page 4 of 6 |
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Ordinary Shares of the Issuer as of December 31, 2019, based upon 50,000,000 Ordinary Shares outstanding as of May 13, 2019.
| 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 of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
ELQ Investors VIII Limited | 12,499,998 | 25.0 | % | 0 | 12,499,998 | 0 | 12,499,998 | |||||||||||||||||
The Goldman Sachs Group Inc. | 12,499,998 | 25.0 | % | 0 | 12,499,998 | 0 | 12,499,998 | |||||||||||||||||
ELQ Investors VIII Limited is the record holder of the Ordinary Shares reported herein. ELQ Investors VIII Limited is a wholly owned, indirect subsidiary of the Goldman Sachs Group Inc. which 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.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
| CUSIP No. 42207L106 | Schedule 13G | Page 5 of 6 |
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 10, 2020
| ELQ Investors VIII Limited | ||
| By: | /s/ Thomas Gasson | |
| Name: | Thomas Gasson | |
| Title: | Director | |
| The Goldman Sachs Group, Inc. | ||
| By: | /s/ Terry Mosher | |
| Name: | Terry Mosher | |
| Title: | Attorney-in-Fact | |
| CUSIP No. 42207L106 | Schedule 13G | Page 6 of 6 |
LIST OF EXHIBITS
Exhibit | Description | |
| 99.1 | Joint Filing Agreement. | |
| 99.2 | Power of Attorney, relating to The Goldman Sachs Group, Inc. | |
