Filing Details
- Accession Number:
- 0001193125-19-033371
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-11 12:01:30
- Filed By:
- Travogue Electronic Travel Llp
- Company:
- Makemytrip Limited (NASDAQ:MMYT)
- Filing Date:
- 2019-02-11
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Travogue Electronic Travel LLP | 0 | 2,576,547 | 0 | 2,576,547 | 2,576,547 | |
| Deep Kalra | 937,967 | 2,576,547 | 937,967 | 2,576,547 | 3,514,514 |
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. 2)*
MakeMyTrip Limited
(Name of Issuer)
Ordinary Shares, par value US$0.0005 per share
(Title of Class of Securities)
V5633W109
(CUSIP Number)
December 31, 2018
(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 persons 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. V5633W109 | 13G | Page 1 of 6 |
| 1 | Names of Reporting Persons
Travogue Electronic Travel LLP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizen or Place of Organization
India | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
2,576,547 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
2,576,547 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,576,547 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of a Class Represented by Amount in Row 9
4.3% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. V5633W109 | 13G | Page 2 of 6 |
| 1 | Names of Reporting Persons
Deep Kalra | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizen or Place of Organization
India | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
937,967 | ||||
| 6 | Shared Voting Power
2,576,547 | |||||
| 7 | Sole Dispositive Power
937,967 | |||||
| 8 | Shared Dispositive Power
2,576,547 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,514,514 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of a Class Represented by Amount in Row 9
5.8% | |||||
| 12 | Type of Reporting Person
IN | |||||
| CUSIP No. V5633W109 | 13G | Page 3 of 6 |
| ITEM 1. (a) | Name of Issuer: |
MakeMyTrip Limited (the Issuer)
| (b) | Address of Issuers Principal Executive Offices: |
19th Floor, Building No. 5
DLF Cyber City
Gurugram, 122002, India
| 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:
Travogue Electronic Travel LLP (Travogue)
Deep Kalra
| (b) | Address or Principal Business Office: |
The address of Travogue is C 210, Second Floor, Sarvodaya Enclave, New Delhi, 110 017, India. The address of Mr. Deep Kalra is J-6/11A, DLF Phase 2, Gurugram, 122002, India.
| (c) | Citizenship of each Reporting Person is: |
Each of the Reporting Persons is a citizen of the Republic of India.
| (d) | Title of Class of Securities: |
Ordinary Shares, $0.0005 par value per share (Ordinary Shares).
| (e) | CUSIP Number: |
V5633W109
| ITEM 3. |
Not applicable.
| CUSIP No. V5633W109 | 13G | Page 4 of 6 |
| ITEM 4. | Ownership. |
The ownership information presented below represents beneficial ownership of Ordinary Shares of the Issuer as of January 31, 2019, based on 60,218,430 Ordinary Shares outstanding as of January 31, 2019.
| Reporting Person | Amount beneficially owned: | Percent | Sole power to vote or to direct the vote: | Shared power to vote or
to | Sole of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
| Travogue Electronic Travel LLP (1) | 2,576,547 | 4.3 | % | 0 | 2,576,547 | 0 | 2,576,547 | |||||||||||||||||
| Deep Kalra (2) | 3,514,514 | 5.8 | % | 937,967 | 2,576,547 | 937,967 | 2,576,547 | |||||||||||||||||
| (1) | Travogue is the record holder of 2,576,547 Ordinary Shares. |
| (2) | 3,514,514 ordinary shares shown above as beneficially owned by Mr. Deep Kalra also includes 2,576,547 ordinary shares held by Travogue. Mr. Deep Kalra held a majority of the partnership interests in Travogue and, accordingly, may be deemed to share beneficial ownership of the 2,576,547 Ordinary Shares held of record by Travogue. Mr. Kalra also beneficially owns 937,967 Ordinary Shares in his individual capacity, which includes (i) 405,439 Ordinary Shares that he has the right to acquire within 60 days upon exercise of Restricted Stock Units issued under MakeMyTrip 2010 Share Incentive Plan and (ii) 5,478 Ordinary Shares held by Mr. Kalras spouse. |
| (3) | Issuer has 60,218,430 Ordinary Shares outstanding as on January 31, 2019 and all the numbers shown hereinbefore as percent of class are based on the said Ordinary Shares only. In addition to the said Ordinary Shares, the Issuer has also 42,638,206 Class B convertible ordinary shares, outstanding on January 31, 2019, which has not been considered for the calculation of percent in class in this form. |
| 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. V5633W109 | 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 11, 2019
| Travogue Electronic Travel LLP | ||
| By: | /s/ Deep Kalra | |
| Name: | Deep Kalra | |
| Title: | Designated Partner | |
| Deep Kalra | ||
| By: | /s/ Deep Kalra | |
| Name: | Deep Kalra | |
| CUSIP No. V5633W109 | 13G | Page 6 of 6 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99 | Joint Filing Agreement (incorporated by reference to Exhibit A to the Schedule 13G filed by the Reporting Persons on February 14, 2011). | |