SC 13G

0001193125-17-043112.txt : 20170214 0001193125-17-043112.hdr.sgml : 20170214 20170214151255 ACCESSION NUMBER: 0001193125-17-043112 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170214 GROUP MEMBERS: GENESIS VC PARTNERS IX, LLC GROUP MEMBERS: GENESIS VC PARTNERS X, LLC GROUP MEMBERS: JEFFREY CROWE GROUP MEMBERS: MATTHEW D. HOWARD GROUP MEMBERS: NORWEST VENTURE PARTNERS X, LP GROUP MEMBERS: NVP ASSOCIATES, LLC GROUP MEMBERS: PROMOD HAQUE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Yatra Online, Inc. CENTRAL INDEX KEY: 0001516899 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 980484894 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89731 FILM NUMBER: 17607719 BUSINESS ADDRESS: STREET 1: 1101-3, TOWER B STREET 2: 11TH FLOOR, UNITECH CYBER PARK-SECTOR 39 CITY: GURGAON STATE: K7 ZIP: 122001 BUSINESS PHONE: 650-843-5214 MAIL ADDRESS: STREET 1: 1101-3, TOWER B STREET 2: 11TH FLOOR, UNITECH CYBER PARK-SECTOR 39 CITY: GURGAON STATE: K7 ZIP: 122001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Norwest Venture Partners IX, LP CENTRAL INDEX KEY: 0001309124 IRS NUMBER: 770586064 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 525 UNIVERSITY AVENUE STREET 2: SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-321-8000 MAIL ADDRESS: STREET 1: 525 UNIVERSITY AVENUE STREET 2: SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13G 1 d329885dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Yatra Online,Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

G98338 109

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-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).

13G


CUSIP NO. G98338 109


1)	NAME OF REPORTING PERSON Norwest Venture Partners IX, LP
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 3,432,838
		(6)	SHARED VOTING POWER 0
		(7)	SOLE DISPOSITIVE POWER 3,432,838
		(8)	SHARED DISPOSITIVE POWER 0
9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,432,838
10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.17%
12)	TYPE OF REPORTING PERSON PN

13G


CUSIP NO. G98338 109


1)	NAME OF REPORTING PERSON Genesis VC Partners IX, LLC
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 3,432,838
		(6)	SHARED VOTING POWER 0
		(7)	SOLE DISPOSITIVE POWER 3,432,838
		(8)	SHARED DISPOSITIVE POWER 0
9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,432,838
10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.17%
12)	TYPE OF REPORTING PERSON PN

13G


CUSIP NO. G98338 109


1)	NAME OF REPORTING PERSON Norwest Venture Partners X, LP
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 3,432,838
		(6)	SHARED VOTING POWER 0
		(7)	SOLE DISPOSITIVE POWER 3,432,838
		(8)	SHARED DISPOSITIVE POWER 0
9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,432,838
10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.17%
12)	TYPE OF REPORTING PERSON PN


CUSIP NO. G98338 109


1)	NAME OF REPORTING PERSON Genesis VC Partners X, LLC
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 3,432,838
		(6)	SHARED VOTING POWER 0
		(7)	SOLE DISPOSITIVE POWER 3,432,838
		(8)	SHARED DISPOSITIVE POWER 0
9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,432,838
10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.17%
12)	TYPE OF REPORTING PERSON PN

13G


CUSIP NO. G98338 109


1)	NAME OF REPORTING PERSON NVP Associates, LLC
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 6,865,676
		(6)	SHARED VOTING POWER 0
		(7)	SOLE DISPOSITIVE POWER 6,865,676
		(8)	SHARED DISPOSITIVE POWER 0
9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,865,676
10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.34%
12)	TYPE OF REPORTING PERSON PN

13G


CUSIP NO. G98338 109


1)	NAME OF REPORTING PERSON Promod Haque
2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3)	SEC USE ONLY
4)	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		(5)	SOLE VOTING POWER 6,865,676
		(6)	SHARED VOTING POWER 0
		(7)	SOLE DISPOSITIVE POWER 6,865,676
		(8)	SHARED DISPOSITIVE POWER 0
9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,865,676
10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.34%
12)	TYPE OF REPORTING PERSON IN

13G


CUSIP NO. G98338 109


1)	NAME OF REPORTING PERSON Jeffrey Crowe
2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3)	SEC USE ONLY
4)	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		(5)	SOLE VOTING POWER 6,865,676
		(6)	SHARED VOTING POWER 0
		(7)	SOLE DISPOSITIVE POWER 6,865,676
		(8)	SHARED DISPOSITIVE POWER 0
9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,865,676
10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.34%
12)	TYPE OF REPORTING PERSON IN

13G


CUSIP NO. G98338 109


1)	NAME OF REPORTING PERSON Matthew D. Howard
2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3)	SEC USE ONLY
4)	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		(5)	SOLE VOTING POWER 6,865,676
		(6)	SHARED VOTING POWER 0
		(7)	SOLE DISPOSITIVE POWER 6,865,676
		(8)	SHARED DISPOSITIVE POWER 0
9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,865,676
10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.34%
12)	TYPE OF REPORTING PERSON IN

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Item 1(a)

Name of Issuer:

Yatra Online, Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices:

11th Floor, Tower-B, Unitech

Cyber Park, Sector 39

Gurgaon, Haryana 122002, India

Item 2(a)

Name of Person Filing:

1. Norwest Venture Partners IX, LP

2. Genesis VC Partners IX, LLC

3. Norwest Venture Partners X, LP

4. Genesis VC Partners X, LLC

5. NVP Associates, LLC

6. Promod Haque

7. Jeffrey Crowe

8. Matthew D. Howard

Item 2(b)

Address of Principal Business Office or, if None, Residence:

Norwest Venture Partners IX, LP

525 University Ave, Suite 800

Palo Alto, CA 94301

Genesis VC Partners IX, LLC

525 University Ave, Suite 800

Palo Alto, CA 94301

Norwest Venture Partners X, LP

525 University Ave, Suite 800

Palo Alto, CA 94301

Genesis VC Partners X, LLC

525 University Ave, Suite 800

Palo Alto, CA 94301

NVP Associates, LLC

525 University Ave, Suite 800

Palo Alto, CA 94301

Promod Haque

525 University Ave, Suite 800

Palo Alto, CA 94301

Jeffrey Crowe

525 University Ave, Suite 800

Palo Alto, CA 94301

Matthew D. Howard

525 University Ave, Suite 800

Palo Alto, CA 94301

This statement is filed by Norwest Venture Partners IX, LP on behalf of all of the persons listed above pursuant to Rule 13d-1(d) and Rule 13d-1(k). Norwest Venture Partners IX, LP is a Delaware limited partnership, whose general partner is Genesis VC Partners IX, LLC. NVP Associates, LLC is the managing member of Genesis VC Partners IX, LLC. Promod Haque, Jeffrey Crowe and Matthew D. Howard are co-Chief Executive Officers of NVP Associates, LLC.

Item 2(c)

Citizenship:

Norwest Venture Partners IX, LP: Delaware

Genesis VC Partners IX, LLC: Delaware

Norwest Venture Partners X, LP: Delaware

Genesis VC Partners X, LLC: Delaware

NVP Associates, LLC: Delaware

Promod Haque: United States of America

Jeffrey Crowe: United States of America

Matthew D. Howard: United States of America

Item 2(d)

Title of Class of Securities:

Common Stock

Item 2(e)

CUSIP Number:

G98338 109

Item 3

Not Applicable

Item 4

Ownership:

(1) Norwest Venture Partners IX, LP (“NVP IX”): At December 31, 2016, NVP IX owned of record 3,432,838 shares of Issuer’s common stock (“Common Stock”). This amount represents 6.17% of the total shares of Common Stock outstanding at this date.

(2) Genesis VC Partners IX, LLC (“Genesis IX”): At December 31, 2016, Genesis IX may be deemed to have beneficially owned, by virtue of its status as general partner of NVP IX, 3,432,838 shares of Common Stock. This amount represents 6.17% of the total shares of Common Stock outstanding at this date.

(3) Norwest Venture Partner X,LP (“NVP X”): At December 31, 2016, NVP IX owned of record 3,432,838 shares of Issuer’s common stock (“Common Stock”). This amount represents 6.17% of the total shares of Common Stock outstanding at this date.

(4) Genesis VC Partners X,LLC (“Genesis X”): At December 31, 2016, Genesis IX may be deemed to have beneficially owned, by virtue of its status as general partner of NVP IX, 3,432,838 shares of Common Stock. This amount represents 6.17% of the total shares of Common Stock outstanding at this date.

(5) NVP Associates,LLC (“NVP Associates”): At December 31, 2016, NVP Associates may be deemed to have beneficially owned 6,865,676 shares of Common Stock consisting of the following: (1) 3,432,838 shares of Common Stock by virtue of its status as managing member of Genesis IX, the general partner of NVP IX, the record owner of such shares; and (2) 3,432,838 shares of Common

Stock by virtue of its status as managing member of Genesis X, the general partner of NVP X, the record owner of such shares. This amount represents 12.34% of the total shares of Common Stock outstanding at this date.

(6) Promod Haque: At December 31, 2016, Promod Haque may be deemed to have beneficially owned 6,865,676 shares of Common Stock consisting of the following: (1) 3,432,838 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis IX, which is the general partner of NVP IX, the record owner of such shares; and (2) 3,432,838 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis X, the general partner of NVP X, the record owner of such shares. This amount represents 12.34% of the total shares of Common Stock outstanding at this date.

(7) Jeffrey Crowe: At December 31, 2016, Jeffrey Crowe may be deemed to have beneficially owned 6,865,676 shares of Common Stock consisting of the following: (1) 3,432,838 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis IX, which is the general partner of NVP IX, the record owner of such shares; and (2) 3,432,838 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis X, the general partner of NVP X, the record owner of such shares. This amount represents 12.34% of the total shares of Common Stock outstanding at this date.

(8) Matthew D. Howard: At December 31, 2015, Matthew D. Howard may be deemed to have beneficially owned 6,865,676 shares of Common Stock consisting of the following: (1) 3,432,838 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis IX, which is the general partner of NVP IX, the record owner of such shares; and (2) 3,432,838 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis X, the general partner of NVP X, the record owner of such shares. This amount represents 12.34% of the total shares of Common Stock outstanding at this date.

Item 5

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 persons have ceased to be

beneficial owners of more than five percent of the class of

securities, check the following [ ].

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 or Control Person:

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

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 14, 2017

NORWEST VENTURE PARTNERS IX, LP


By		Genesis VC Partners IX, LLC, as general partner
By		NVP Associates, LLC, as managing member

By:		/s/ Kurt Betcher
		Kurt Betcher, Administrative Partner

NORWEST VENTURE PARTNERS X, LP

By		Genesis VC Partners X, LLC, as general partner
By		NVP Associates, LLC, as managing member

By:		/s/ Kurt Betcher
		Kurt Betcher, Administrative Partner

AGREEMENT

The undersigned hereby agree that this Schedule 13G to which this Agreement is attached shall be filed by Norwest Venture Partners IX, LP on its own behalf and on behalf of (a) Genesis VC Partners IX, LLC, a Delaware limited liability company, (b) NVP Associates, LLC, a Delaware limited liability company, (c) Promod Haque, (d) Jeffrey Crowe and (e) Matthew D. Howard.


Dated: February 14, 2017

Norwest Venture Partners IX, LP

By		Genesis VC Partners IX, LLC, as general partner
By		NVP Associates, LLC, as managing member

By:		/s/ Kurt Betcher
		Kurt Betcher, Administrative Partner

Genesis VC Partners IX, LLC
By		NVP Associates, LLC, as managing member

By:		/s/ Kurt Betcher
		Kurt Betcher, Administrative Partner

NVP Associates, LLC

By:		/s/ Kurt Betcher
		Kurt Betcher, Administrative Partner

		/s/ Kurt Betcher
		Kurt Betcher, as Attorney-in-fact for Promod Haque

		/s/ Kurt Betcher
		Kurt Betcher, as Attorney-in-fact for Jeffrey Crowe

		/s/ Kurt Betcher
		Kurt Betcher, as Attorney-in-fact for Matthew D. Howard

AGREEMENT

The undersigned hereby agree that this Schedule 13G to which this Agreement is attached shall be filed by Norwest Venture Partners X, LP on its own behalf and on behalf of (a) Genesis VC Partners X, LLC, a Delaware limited liability company, (b) NVP Associates, LLC, a Delaware limited liability company, (c) Promod Haque, (d) Jeffrey Crowe and (e) Matthew D. Howard.


Dated: February 14, 2017

Norwest Venture Partners X, LP

By		Genesis VC Partners X, LLC, as general partner
By		NVP Associates, LLC, as managing member

By:		/s/ Kurt Betcher
		Kurt Betcher, Administrative Partner

Genesis VC Partners X, LLC
By		NVP Associates, LLC, as managing member

By:		/s/ Kurt Betcher
		Kurt Betcher, Administrative Partner

NVP Associates, LLC

By:		/s/ Kurt Betcher
		Kurt Betcher, Administrative Partner

		/s/ Kurt Betcher
		Kurt Betcher, as Attorney-in-fact for Promod Haque

		/s/ Kurt Betcher
		Kurt Betcher, as Attorney-in-fact for Jeffrey Crowe

		/s/ Kurt Betcher
		Kurt Betcher, as Attorney-in-fact for Matthew D. Howard