6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2020

Commission File Number: 001-39713

Ozon Holdings PLC

(Exact Name of Registrant as Specified in its Charter)

Arch. Makariou III, 2-4

Capital Center, 9^th floor

1065, Nicosia

Cyprus

Telephone: +357 22 360 000

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒             Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-t Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-t Rule 101(b)(7):  ☐

On December 9, 2020, Ozon Holdings PLC (“Ozon”) issued a press release announcing the closing of Ozon’s initial public offering and related transactions, a copy of which is attached as Exhibit 99.1 hereto.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of Ozon Holdings PLC dated December 9, 2020.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

Ozon Holdings PLC
By:	/s/ Alexander Shulgin
	Name:	Alexander Shulgin
	Title:	Member of the Board

Date: December 9, 2020

EX-99.1

Exhibit 99.1

OZON ANNOUNCES CLOSING OF INITIAL PUBLIC OFFERING

Ozon Holdings PLC (“Ozon”), a leading Russian e-commerce platform, announces the completion of its initial public offering and provides an update regarding its share capital following exercise of the over-allotment option and concurrent private placements.

The underwriters of the recently closed offering of 33,000,000 newly issued ordinary shares, represented by 33,000,000 American depositary shares (“ADSs”), have exercised in full their option to purchase an additional 4,950,000 ordinary shares, represented by 4,950,000 ADSs, on the same terms as the initial shares. As a result, 37,950,000 ordinary shares, represented by ADSs, were acquired by new investors. As a result of the offering (including exercise of the over-allotment option to purchase additional shares) and the concurrent private placements to Baring Vostok Fund V Nominees Limited (“BVFVNL”), an existing shareholder, BV Special Investments Limited (“BVSIL”), an affiliate of existing shareholders, and Sistema PJSFC (“Sistema”), an existing shareholder, Ozon has issued in the aggregate 42,450,000 new ordinary shares and received gross proceeds of $1,273.5 million (net proceeds of $1,200.5 million). Following these transactions and exercises of outstanding convertible loans in December 2020, Ozon has a total of 208,202,929 ordinary shares on a fully diluted basis.

The following table presents an overview of Ozon’s shareholders following the offering (including exercise of the over-allotment option to purchase additional shares) and the concurrent private placements to BVFVNL, BVSIL and Sistema:

	Share count (represented by ADSs, as applicable)
	Number		Percent
Sistema*		68,827,227		33.1
Baring Vostok Private Equity Funds*		68,709,105		33.0
Other pre-IPO investors, each less than 5% of total**		32,716,597		15.7
New investors		37,950,000		18.2
Total		208,202,929		100.0

* Includes one Class A share issued in October 2020 and 2,250,000 ordinary shares issued in November 2020 to each Sistema and Baring Vostok Private Equity Funds in the concurrent private placements.

** Includes 4,472,969 ordinary shares issuable upon exercise of outstanding vested share-based awards under the employee incentive plan.

The ADSs representing Ozon’s ordinary shares are listed on The Nasdaq Global Select Market and the Moscow Exchange and trade under the symbol “OZON.”

Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC acted as joint lead book-running managers for the offering. Citigroup Global Markets Inc., UBS Securities LLC, Sberbank CIB (UK) Limited and VTB Capital plc acted as joint bookrunners for the offering. Renaissance Securities (Cyprus) Limited acted as a co-lead manager for the offering.

A registration statement on Form F-1 relating to these securities has been filed with, and declared effective by, the U.S. Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering was made only by means of a prospectus filed by Ozon. Copies of the final prospectus may be obtained from any of the following sources:

• Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014; or

• Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, or by telephone at (866) 471-2526 or by email at prospectus-ny@ny.email.gs.com.

Investor Contacts

Igor Gerasimov, Head of Corporate Development & Investor Relations, Ozon

ir@ozon.ru

Press Contacts

Maria Zaikina, Director of Public & Industry Relations, Ozon

pr@ozon.ru

Denis Denisov, Director, EM

ozon@em-comms.com

09.12.2020

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