United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-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. )*
Cian PLC
(Name of Issuer)
Ordinary shares, par value $0.0004 per ordinary share
(Title of Class of Securities)
83418T108
(CUSIP Number)**
December 31, 2021
(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)
x 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. |
| ** | There is no CUSIP number assigned to the issuer’s ordinary shares. This CUSIP number is for the issuer’s American Depositary Shares (“ADSs”), which are quoted on the New York Stock Exchange under the symbol “CIAN.” Each ADS represents one ordinary share. |
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. 83418T108 | Schedule 13G | Page 1 of 6 |
| 1 | Names of Reporting Persons
MPOC Technologies Ltd.
|
| 2 | Check the Appropriate Box if a Member of a Group |
(a) ¨ (b) ¨ |
| 3 | SEC Use Only | ||
| 4 | Citizenship or Place of Organization
British Virgin Islands
| ||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | |
| 6 | Shared Voting Power
5,558,292 | ||
| 7 | Sole Dispositive Power
0 | ||
| 8 | Shared Dispositive Power
5,558,292 | ||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,558,292 | ||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable | ||
| 11 | Percent of Class Represented by Amount in Row 9
8.1% | ||
| 12 | Type of Reporting Person
OO
| ||
| CUSIP No. 83418T108 | Schedule 13G | Page 2 of 6 |
| 1 | Names of Reporting Persons
Dmitry Demin
|
| 2 | Check the Appropriate Box if a Member of a Group |
(a) ¨ (b) ¨ |
| 3 | SEC Use Only
| ||
| 4 | Citizenship or Place of Organization
Cyprus, Russian Federation
| ||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | |
| 6 | Shared Voting Power
5,558,292 | ||
| 7 | Sole Dispositive Power
0 | ||
| 8 | Shared Dispositive Power
5,558,292 | ||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,558,292 | ||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable | ||
| 11 | Percent of Class Represented by Amount in Row 9
8.1% | ||
| 12 | Type of Reporting Person
IN | ||
| CUSIP No. 83418T108 | Schedule 13G | Page 3 of 6 |
| ITEM 1. | (a) | Name of Issuer: |
Cian PLC (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
64 Agiou Georgiou Makri, Anna Maria Lena Court, Flat 201, Larnaca, 6037, 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:
MPOC Technologies Ltd.
Dmitry Demin
| (b) | Address or Principal Business Office: |
The business address for MPOC Technologies Ltd. is Vistra Corporate Service Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands.
The business address for Dmitry Demin is Theklas Lysioti 17, Pissas Building, Office 501, 3030, Limassol, Cyprus.
| (c) | Citizenship of each Reporting Person is: |
MPOC Technologies Ltd. is organized under the laws of the British Virgin Islands.
Dmitry Demin is a citizen of Cyprus and the Russian Federation.
| (d) | Title of Class of Securities: |
Ordinary shares, par value $0.0004 per ordinary share (“Ordinary Shares”).
| (e) | CUSIP Number: |
83418T108*.
| * | There is no CUSIP number assigned to the Issuer’s Ordinary Shares. This CUSIP number is for the Issuer’s American Depositary Shares (“ADSs”), which are quoted on the New York Stock Exchange under the symbol “CIAN.” Each ADS represents one Ordinary Share. |
| CUSIP No. 83418T108 | Schedule 13G | Page 4 of 6 |
| ITEM 3. |
Not applicable.
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Ordinary Shares of the Issuer as of February 3rd, 2021, based upon 69,042,400 Ordinary Shares outstanding as of November 4, 2021 based on the information included in the Issuer’s final prospectus forming part of the registration statement on Form F-1 (Registration No. 333-260218) and dated such date.
| Reporting Person | Amount | Percent | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole of: | Shared | ||||||||||||||||||
| MPOC Technologies Ltd. | 5,558,292 | 8.1 | % | 0 | 5,558,292 | 0 | 5,558,292 | |||||||||||||||||
| Dmitry Demin | 5,558,292 | 8.1 | % | 0 | 5,558,292 | 0 | 5,558,292 | |||||||||||||||||
MPOC Technologies Ltd. is the record holder of the Ordinary Shares reported herein.
MPOC Technologies Ltd. is controlled by Dmitry Demin.. As a result, Dmitry Demin may be deemed to share beneficial ownership of the Ordinary Shares owned by MPOC Technologies Ltd.
| 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.
| CUSIP No. 83418T108 | Schedule 13G | Page 4 of 6 |
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
| CUSIP No. 83418T108 | 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 3rd, 2022
| MPOC Technologies Ltd. | ||
| By: | /s/ Juliette Michel Clarisse | |
| Name: Juliette Michel Clarisse | ||
| Title: Director | ||
| Dmitry Demin | ||
| /s/ Dmitry Demin | ||
| CUSIP No. 83418T108 | Schedule 13G | Page 6 of 6 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99 | Joint Filing Agreement. |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 3rd day of February, 2022.
| MPOC Technologies Ltd. | ||
| By: | /s/ Juliette Michel Clarisse | |
| Name: Juliette Michel Clarisse | ||
| Title: Director | ||
| Dmitry Demin | ||
| /s/ Dmitry Demin | ||