Schedule 13G

0001567619-20-003360.txt : 20200213 0001567619-20-003360.hdr.sgml : 20200213 20200213164640 ACCESSION NUMBER: 0001567619-20-003360 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200213 DATE AS OF CHANGE: 20200213 GROUP MEMBERS: VIRTUS INVESTMENT ADVISERS, INC GROUP MEMBERS: VIRTUS OPPORTUNITIES TRUST, ON BEHALF OF VIRTUS KA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HeadHunter Group PLC CENTRAL INDEX KEY: 0001721181 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91211 FILM NUMBER: 20611494 BUSINESS ADDRESS: STREET 1: DOSITHEOU, 42, STROVOLOS CITY: NICOSIA STATE: G4 ZIP: 2028 BUSINESS PHONE: 357-22-418200 MAIL ADDRESS: STREET 1: DOSITHEOU, 42, STROVOLOS CITY: NICOSIA STATE: G4 ZIP: 2028 FORMER COMPANY: FORMER CONFORMED NAME: Zemenik Trading Ltd DATE OF NAME CHANGE: 20171030 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC CENTRAL INDEX KEY: 0001021223 IRS NUMBER: 954575414 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1800 AVE OF THE STAR 2ND FL CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3105562721 MAIL ADDRESS: STREET 1: 1800 AVENUE OF THE STARS 2ND FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: KAYNE ANDERSON INVESTMENT MANAGEMENT LLC DATE OF NAME CHANGE: 19990326 FORMER COMPANY: FORMER CONFORMED NAME: KAIM TRADITIONAL L L C DATE OF NAME CHANGE: 19980223 SC 13G/A 1 doc1.htm NONE Schedule 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 03)*

HeadHunter Group PLC

(Name of Issuer)

American Depositary Shares Representing 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:

x Rule 13d-1(b)

o Rule 13d-1(c)

o 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).

CUSIP No.

42207L106


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC 95-4575414

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	A California Limited Liability Company

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER

			1,207,838

		6	SHARED VOTING POWER

			5,188,490

		7	SOLE DISPOSITIVE POWER

			1,207,838

		8	SHARED DISPOSITIVE POWER

			5,188,490

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,396,328

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	12.79%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IA
	FOOTNOTES

CUSIP No.

42207L106


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Virtus Investment Advisers, Inc 04-2453743

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Massachusetts

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER

			0

		6	SHARED VOTING POWER

			5,188,490

		7	SOLE DISPOSITIVE POWER

			0

		8	SHARED DISPOSITIVE POWER

			5,188,490

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,188,490

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	10.38%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IA
	FOOTNOTES

	The amounts reported on this page are also included in the amounts reported by Kayne Anderson Rudnick Investment Management, LLC on this Schedule 13G.

CUSIP No.

42207L106


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Virtus Opportunities Trust, on behalf of Virtus KAR International Small Cap Fund

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

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

			4,568,019

		7	SOLE DISPOSITIVE POWER

			0

		8	SHARED DISPOSITIVE POWER

			4,568,019

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,568,019

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.14%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IV
	FOOTNOTES

	The amounts reported on this page are also included in the amounts reported by Virtus Investment Advisers, Inc. on this Schedule 13G.

Item 1.

(a)

Name of Issuer

HeadHunter Group PLC

(b)

Address of Issuer’s Principal Executive Offices

Dositheou, 42 Strovolos
Nicosia 2028 Cyprus

Item 2.

(a)

Name of Person Filing

		(1)	KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC

		(2)	Virtus Investment Advisers, Inc.

		(3)	Virtus Opportunities Trust, on behalf of Virtus KAR International Small Cap Fund

(b)

Address of Principal Business Office or, if none, Residence

(1)

KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC
1800 Avenue of the Stars, 2nd Floor
Los Angeles, CA 90067

(2)

Virtus Investment Advisers, Inc.
One Financial Plaza
Hartford, CT 06103

(3)

Virtus Opportunities Trust, on behalf of Virtus KAR International Small Cap Fund
101 Munson Street
Greenfield, MA 01301

(c)

Citizenship

(1)

KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC: A California Limited Liability Company

(2)

Virtus Investment Advisers, Inc.: Massachusetts

(3)

Virtus Opportunities Trust, on behalf of Virtus KAR International Small Cap Fund: Delaware

(d)

Title of Class of Securities

American Depositary Shares Representing Ordinary Shares

(e)

CUSIP Number

42207L106

Item 3.

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)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

(k)

A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

(1)

KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC: 6,396,328

(2)

Virtus Investment Advisers, Inc.: 5,188,490

(3)

Virtus Opportunities Trust, on behalf of Virtus KAR International Small Cap Fund: 4,568,019

(b)

Percent of class:

(1)

KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC: 12.79%

(2)

Virtus Investment Advisers, Inc.: 10.38%

(3)

Virtus Opportunities Trust, on behalf of Virtus KAR International Small Cap Fund: 9.14%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

(1)

KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC: 1,207,838

(2)

Virtus Investment Advisers, Inc.: 0

(3)

Virtus Opportunities Trust, on behalf of Virtus KAR International Small Cap Fund: 0

(ii)

Shared power to vote or to direct the vote:

(1)

KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC: 5,188,490

(2)

Virtus Investment Advisers, Inc.: 5,188,490

(3)

Virtus Opportunities Trust, on behalf of Virtus KAR International Small Cap Fund: 4,568,019

(iii)

Sole power to dispose or to direct the disposition of:

(1)

KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC: 1,207,838

(2)

Virtus Investment Advisers, Inc.: 0

(3)

Virtus Opportunities Trust, on behalf of Virtus KAR International Small Cap Fund: 0

(iv)

Shared power to dispose or to direct the disposition of:

(1)

KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC: 5,188,490

(2)

Virtus Investment Advisers, Inc.: 5,188,490

(3)

Virtus Opportunities Trust, on behalf of Virtus KAR International Small Cap Fund: 4,568,019

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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .

N/A

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

With respect to securities owned by a registered investment company included in this filing, only the custodian for such investment company, has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. No other person is known to have such right, except that the shareholders of such investment company participate proportionately in any dividends and distributions so paid.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

N/A

Item 8.

Identification and Classification of Members of the Group

N/A

Item 9.

Notice of Dissolution of Group

N/A

Item 10.	Certification

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

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.

	Kayne Anderson Rudnick Investment Management, LLC

Date: February 13, 2020	By:	/s/ Michael Shoemaker
		Name: Michael Shoemaker
		Title: Chief Compliance Officer

	Virtus Investment Advisers, Inc.

Date: February 13, 2020	By:	/s/ Kevin Carr
		Name: Kevin Carr
		Title: Vice President and Clerk

	Virtus Opportunities Trust, on behalf of Virtus KAR International Small Cap Fund

Date: February 13, 2020	By:	/s/ Kevin Carr
		Name: Kevin Carr
		Title: Senior Vice President, Chief Legal Officer, Counsel and Secretary

Footnotes:

Attention:

Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

EX-1.3 2 ex99_3.htm EXHIBIT 3

AGREEMENT

JOINT FILING OF SCHEDULE 13G

Kayne Anderson Rudnick Investment Management, LLC (an investment adviser registered under the Investment Advisers Act of 1940), and Virtus Investment Advisers, Inc. (an investment adviser registered under the Investment Advisers Act of 1940) and Virtus Opportunities Trust (on behalf of Virtus KAR International Small Cap Fund), a Delaware statutory trust, hereby agree to file jointly the statement on Schedule 13G to which this Agreement is attached, and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934.

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning the other party unless such party knows or has reason to believe that such information is inaccurate.

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments thereto, filed on behalf of each of the parties hereto.

Dated: February 7, 2020

KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT, LLC

By:		/s/ Michael Shoemaker
		Michael Shoemaker
		Chief Compliance Officer

VIRTUS INVESTMENT ADVISERS, INC.



By:		/s/ Kevin J. Carr
		Kevin J. Carr
		Vice President and Clerk

VIRTUS OPPORTUNITIES TRUST, on behalf of
VIRTUS KAR INTERNATIONAL SMALL CAP FUND

By:		/s/ Kevin J. Carr
		Kevin J. Carr
		Senior Vice President, Chief Legal Officer, Counsel and Secretary