Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

 

MECHEL PAO

(Name of Issuer)

COMMON SHARES, PAR VALUE 10 RUSSIAN RUBLES PER SHARE

AMERICAN DEPOSITARY SHARES, EACH ADS REPRESENTING ONE COMMON SHARE

(Title of Class of Securities)

RU000A0DKXV5

583840103

(CUSIP Number)

Alexey Lukashov

Krasnoarmeyskaya str., 1

125167 Moscow,

Russian Federation

+7 495 2218888

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 27, 2020

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box   ☐.

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*	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 disclosures provided in a prior cover page.

The information required on 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, as amended (the 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.    RU000A0DKXV5; 583840103

 

1.		Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)   Kirill I. Zyuzin
2.		Check the Appropriate Box if a member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.		Citizenship or Place of Organization   Russian Federation

Number of Shares   Beneficially   Owned by Each Reporting Person With				7.		Sole Voting Power   1,297
				8.		Shared Voting Power   78,799,699
				9.		Sole Dispositive Power   1,297
				10.		Shared Dispositive Power   78,799,699

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   78,800,996
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.		Percent of Class Represented by Amount in Row (11)   19.43%*
14.		Type of Reporting Person (See Instructions)   IN

 

*	The percentage is calculated based on 405 466 687 Common Shares issued and outstanding (excluding treasury shares) as of September 30, 2020.

 

2

CUSIP No.    RU000A0DKXV5

 

1.		Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)   MetHol OOO
2.		Check the Appropriate Box if a member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.		Citizenship or Place of Organization   Russian Federation

Number of Shares   Beneficially   Owned by Each Reporting Person With				7.		Sole Voting Power   77,838,103
				8.		Shared Voting Power   1,609,273
				9.		Sole Dispositive Power   77,838,103
				10.		Shared Dispositive Power   1,609,273

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   79,447,376
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.		Percent of Class Represented by Amount in Row (11)   19.59%*
14.		Type of Reporting Person (See Instructions)   CO

 

*	The percentage is calculated based on 405 466 687 Common Shares issued and outstanding (excluding treasury shares) as of September 30, 2020.

 

3

CUSIP No.    RU000A0DKXV5

 

1.		Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)   JSC COALMETBANK
2.		Check the Appropriate Box if a member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.		Citizenship or Place of Organization   Russian Federation

Number of Shares   Beneficially   Owned by Each Reporting Person With				7.		Sole Voting Power   918,712
				8.		Shared Voting Power   1,565
				9.		Sole Dispositive Power   918,712
				10.		Shared Dispositive Power   1,565

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   920,277
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.		Percent of Class Represented by Amount in Row (11)   0.23%*
14.		Type of Reporting Person (See Instructions)   CO

 

*	The percentage is calculated based on 405 466 687 Common Shares issued and outstanding (excluding treasury shares) as of September 30, 2020.

 

4

CUSIP No.    RU000A0DKXV5

 

1.		Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)   SKYBLOCK LIMITED
2.		Check the Appropriate Box if a member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.		Citizenship or Place of Organization   Republic of Cyprus

Number of Shares   Beneficially   Owned by Each Reporting Person With				7.		Sole Voting Power   690,561
				8.		Shared Voting Power   -0-
				9.		Sole Dispositive Power   690,561
				10.		Shared Dispositive Power   -0-

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   690,561
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.		Percent of Class Represented by Amount in Row (11)   0.17%*
14.		Type of Reporting Person (See Instructions)   CO

 

*	The percentage is calculated based on 405 466 687 Common Shares issued and outstanding (excluding treasury shares) as of September 30, 2020.

 

5

 

Item 1.

Security and Issuer

This Amendment to Schedule 13D (the Schedule 13D) further amends the Schedule 13D originally filed by the Reporting Persons (as defined below) on December 24, 2014 (the Original Schedule 13D), as amended and restated on May 12, 2016, September 30, 2019, October 24, 2019 and March 18, 2020 (the Amended Schedule 13D) and relates to common shares, par value 10 Russian rubles per share (the Common Shares), of Mechel PAO, a public joint-stock company incorporated under the laws of the Russian Federation (the Issuer) and the Issuers American Depositary Shares (ADSs), each ADS representing one Common Share. The principal executive offices of the Issuer are located at Krasnoarmeyskaya str., 1, Moscow, 125167, Russian Federation.

Item 2. Identity and Background

(a) - (c) and (f). This Schedule 13D is filed by Kirill I. Zyuzin, a natural person and a citizen of the Russian Federation (Mr. Zyuzin); MetHol OOO, a limited liability company organized under the laws of the Russian Federation (MetHol), JSC COALMETBANK, joint-stock company organized under the laws of Russian Federation (Coalmetbank) and Skyblock Limited, limited liability company organized under the laws of Republic of Cyprus (Skyblock) (collectively, the Reporting Persons).

Mr. Zyuzin is a Management Director of JSC Moskoks. Mr. Zyuzins principal business address is at Belokamennoe highway, 13, Vidnoe, Leninskiy district, Moscow Region, 142703, Russian Federation.

MetHol is a limited liability company organized under the laws of the Russian Federation which principal business is to make private investments. Ms. Zyuzina owns 33% of the outstanding equity interests in MetHol. The principal business office address of MetHol is Krasnoarmeyskaya str., 1, 125167, Moscow, Russian Federation. The names of the executive officers and directors of MetHol, their addresses, citizenship and principal occupations are as follows :

 

Name and Office Held		Business Address		Citizenship		Principal Occupation or Employment
Tatyana Ifutina General Director		Krasnoarmeyskaya str., 1 Moscow, 125167, Russian Federation		Russian Federation		Assistant of the Chairman of the Board of Directors of Mechel PAO, Krasnoarmeyskaya str., 1, Moscow, 125167, Russian Federation.

Coalmetbank is a joint-stock company organized under the laws of the Russian Federation whose principal business is to make private investments. Mr. Zyuzin indirectly owns 29.51% of the outstanding equity interests in Coalmetbank as he owns 33% of the outstanding equity interests in MetHol and MetHol owns 89.43% of the outstanding equity interests in Coalmetbank. The principal business office address of Coalmetbank is Molodogvardeytzev str., 17B, Chelyabinsk, 454138, Russian Federation, The names of the executive officers and directors of Coalmetbank, their addresses, citizenship and principal occupations are as follows:

 

Name and Office Held		Business Address		Citizenship		Principal Occupation or Employment
Tatyana Bessmertnykh Chairman of the Board		Molodogvardeytzev str., 17B Chelyabinsk, 454138, Russian Federation.		Russian Federation		Chairman of the Board of Coalmetbank, Molodogvardeytzev str.17B, Chelyabinsk, 454138, Russian Federation.

Skyblock is a limited liability company organized under the laws of the Republic of Cyprus whose principal business is to make private investments. Mr. Zyuzin indirectly owns 6.40% of the outstanding equity interests in Skyblock. The principal business office address of Skyblock is 27 Michalakopoulou street, 1075 Nicosia, Cyprus. The names of the executive officers and directors of Skyblock, their addresses, citizenship and principal occupations are as follows:

 

Name and Office Held		Business Address		Citizenship		Principal Occupation or Employment
Elena Rogova Director		27 Michalakopoulou street, 1075 Nicosia, Cyprus		Russian Federation		Director of Skyblock, 27 Michalakopoulou street, 1075 Nicosia, Cyprus.

 

 

6

(d) and (e). To the best knowledge of the Reporting Persons, none of the persons or entities identified in this Item 2 has, during the five years preceding the date of this Schedule 13D, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item	3. Source and Amount of Funds or Other Consideration

Igor V. Zyuzin gifted 33% of the outstanding equity interest in MetHol to Mr. Zyuzin for family reasons for no consideration. Igor V. Zyuzin co-founded the Issuer in 2003 and has maintained a significant stake in the Issuer since then.

 

Item	4. Purpose of Transaction

Mr. Zyuzin beneficially owns approximately 19.43% of the Common Shares. Except in certain cases as provided by the Federal Law On Joint-Stock Companies, dated December 26, 1995, as amended, resolutions at a shareholders meeting of the Issuer are adopted by a simple majority in a meeting at which shareholders holding more than half of the voting shares of the Issuer are present or represented. Accordingly, Mr. Zyuzin has no power individually to control matters to be decided by vote at a shareholders meeting and cannot control the appointment of the majority of directors and the removal of all of the elected directors.

No Reporting Person has any present plan or proposal to acquire or dispose of any Common Shares, ADSs or GDSs, although consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Common Shares, ADSs, or GDSs or dispose of any or all of its Common Shares, ADSs or GDSs, as applicable, depending upon prevailing market, economic and other conditions, other investment and business opportunities available to the Reporting Persons, liquidity requirements of the Reporting Persons, tax considerations and/or other investment considerations.

None of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

 

Item	5. Interest in Securities of the Issuer

(a) (b). All percentages of Common Shares disclosed in this Schedule 13D are calculated based on an aggregate total of 405,466,687 Common Shares (excluding treasury shares), including Common Shares underlying ADSs and GDSs, issued and outstanding as of September 30, 2020.

As of today, Mr. Zyuzin is the record owner of 1,297 Common Shares, which represents 0.0003% of the Common Shares; MetHol is the record owner of 77,838,103 Common Shares, which represents 19.20% of the Common Shares, Coalmetbank is the record owner of 918,712 Common Shares, which represents 0.23% of the Common Shares and Skyblock is the record owner of 690,561 Common Shares, which represents 0.17% of the Common Shares

Mr. Zyuzin owns 33% of the outstanding equity interests in MetHol and may therefore be deemed to share beneficial ownership of the Common Shares held of record by MetHol.

Mr. Zyuzin indirectly owns 29.51% of the outstanding equity interests in Coalmetbank, and may be deemed to share beneficial ownership of the Common Shares held of record by Coalmetbank.

Mr. Zyuzin indirectly owns 6.40% of the outstanding equity interests in Skyblock and may be deemed to share beneficial ownership of 42,884 Common Shares held of record by Skyblock.

MetHol owns 89.43% of the outstanding equity interests in Coalmetbank and may therefore be deemed to share beneficial ownership of Common Shares held of record by Coalmetbank.

MetHol indirectly owns 19.40% of the outstanding equity interests in Skyblock and may therefore be deemed to share beneficial ownership of Common Shares held of record by Skyblock.

Coalmetbank indirectly owns 0.23% of the outstanding equity interests in Skyblock and may therefore be deemed to share beneficial ownership of 1,565 Common Shares held of record by Skyblock.

 

 

7

On June 30, 2020, the Annual General Shareholders Meeting of the Company was held, at which a decision was made on the agenda item captioned: On the subsequent approval (consent to) major transactions, which are at the same time interested party transactions. In accordance with the Russian Federal Law On Joint Stock Companies, shareholders who voted against the adoption of a decision on such agenda item, or who did not participate in the Annual General Shareholders Meeting, have the right to require the Company to repurchase all or a portion of their voting shares in the Company.

As a result, on June 4, 2020 the procedure for, and the price of, any repurchases of shares was published and a deadline of August 14, 2020 was established.

Coalmetbank exercised its right to require the Company to repurchase all or a portion of its voting shares, which was satisfied in September 2020 in respect of 200,274 Common Shares.

Skyblock exercised its right to require the Company to repurchase all or a portion of its voting shares, which was satisfied in September 2020 in respect of 328,435 Common Shares.

In September 2020, Coalmetbank acquired 504,900 Common Shares on the Moscow Exchange.

As a result of the relationships and shareholdings described above, the Reporting Persons may be deemed to beneficially own Common Shares as of today as follows:

 

Reporting Person		Number of Common Shares Beneficially Owned				Percentage of Common Shares
Mr. Zyuzin			78,800,996				19.43	%
MetHol			79,447,376				19.59	%
Coalmetbank			920,277				0.23	%
Skyblock..			690,561				0.17	%

(c) Not applicable.

(d) Not applicable.

(e) Not applicable.

 

Item 6.

Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer

None of the Reporting Persons or, to the best knowledge of the Reporting Persons, the other persons named in Item 2, is a party to any contract, arrangement, understanding or relationship (legal or otherwise) with respect to any securities of the Issuer, including but not limited to the transfer or voting of any securities of the Issuer, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, except the arrangements and relationships described in Item 5 above.

 

Item 7.

Material to be Filed as Exhibits

 

Exhibit No.		Description
1		Joint Filing Agreement

 

8

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: October 27, 2020

 

 

 

 

 

9

EXHIBIT INDEX

 

Exhibit No.		Description
1		Joint Filing Agreement

 

10

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the Common Shares and ADSs of Mechel PAO, and further agree that this Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

In evidence thereof the undersigned, being duly authorized, hereby execute this agreement on October 27, 2020.

 

 

 

 

11