Filing Details

CUSIP No. 74735M108

13D

Page 2 of  8 Pages

  1.

Names of reporting persons

Otkritie Holding JSC¹

  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 box 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

3,514,423²

8.

Shared voting power

0

9.

Sole dispositive power

3,514,423⁵

 

10.

Shared dispositive power

0

  11.

Aggregate amount beneficially owned by each reporting person

3,514,423

  12.

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐

  13.

Percent of class represented by amount in Row (11)

7.83%³

  14.

Type of reporting person (see instructions)

CO

CUSIP No. 74735M108

13D

Page 3 of 8 Pages

Explanatory Note:

This Amendment No. 2 to Schedule 13D (the “Amendment”) is filed by Otkritie Holding JSC to amend the Schedule 13D related to the Class B ordinary shares of QIWI previously filed by OICL with the Securities and Exchange Commission on June 12, 2015 and amended by Amendment No. 1 filed on June 23, 2015 (as so amended, the “Schedule 13D”). This Amendment is filed to disclose changes to beneficial ownership as a result of:

(i)

termination of the Voting Agreement described in Item 4(d) of the Schedule 13D and resulting elimination of beneficial ownership over 11,877,821 shares held by Saldivar;

(ii)

transfer by OICL of its ADSs representing Class B ordinary shares to Otkritie Holding; and

(iii)

disposal by Otkritie Holding of 1,907,305 ADSs representing Class B ordinary shares pursuant to an over-the-counter equity repurchase transaction.

Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 2.

Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

This statement is filed by Otkritie Holding, a joint stock company incorporated under the laws of the Russian Federation, whose principle business is investment activities and business address and registered address are at 2/4 Letnikovskaya street, 115114, Moscow, Russia.

To the knowledge of Otkritie Holding, the name, business address, citizenship, and principal occupation or employment of (i) each director and executive officer of Otkritie Holding, (ii) each person controlling such corporation and (iii) each executive officer and director of any corporation or other person ultimately in control of such corporation, are set forth in Schedule A and incorporated herein by this reference.

During the past five years, Otkritie Holding has not, nor, to the knowledge of Otkritie Holding, have any of the persons listed on Schedule A hereto (i) been convicted in any 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 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The Schedule 13D reports the acquisition of beneficial ownership of the Class B ordinary shares by OICL from QIWI in connection with the sale by OICL to QIWI of all of the charter capital of CIHRUS, and the subsequent transfer of the Tranche 1 Shares by OICL to Otkritie Holding. The acquisition of beneficial ownership of the Class B ordinary shares reported in initial Schedule 13D by OICL from QIWI was the result of the sale to QIWI of all of the charter capital of CIHRUS. See the Explanatory Note in the initial Schedule 13D, which is incorporated herein by reference. In connection with the acquisition of the Class B ordinary shares, QIWI and OICL entered into a cooperation agreement, dated June 2, 2015 (the “Cooperation Agreement”), pursuant to which they have agreed to strategically cooperate with each other in order to carry out certain joint projects related to certain areas of their respective businesses, including by virtue of establishing a steering committee.

On July 2, 2015, QIWI filed a Form F-3 Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), for the resale from time to time of ADSs beneficially owned by OICL and Otkritie Holding (the “Form F-3 Registration Statement”). In addition, OICL and Otkritie Holding may transfer ADSs by other means, including in a transaction pursuant to Regulation S under the Securities Act or in a transaction exempt from registration under the Securities Act, including pursuant to Rule 144 thereunder.

Otkritie Holding and OICL deposited the Class B ordinary shares with the depositary for QIWI’s ADS program and received a number of ADSs representing Class B ordinary shares so deposited. OICL subsequently transferred ADSs they beneficially owned to Otkritie Holding. Otkritie Holding may seek to sell ADSs they beneficially own in the ordinary course of their business. There is no assurance that any such resales or other transfers will be made.

Otkritie Holding expect to enter into repurchase, buy and sell back and other similar transactions with third parties from time to time covering ADSs they beneficially own, and also may loan, pledge, hypothecate or sell ADSs to third parties.

On February 17, 2017 Otkritie Holding disposed 1,907,305 ADSs representing Class B ordinary shares pursuant to an over-the-counter equity repurchase transaction.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)

See Exhibit A hereto, which is incorporated herein by reference.

(b)

See Exhibit A hereto, which is incorporated herein by reference.

(c)

Not applicable.

(d)

Otkritie Holding expect to enter into repurchase, buy and sell back and other similar transactions with third parties from time to time covering ADSs they beneficially own, and also may loan, pledge, hypothecate or sell ADSs to third parties. Such third parties may then hold an interest in some or all of Otkritie Holding’s ADSs, including the right to receive dividends and other distributions thereon and to sell or transfer such ADSs.

(e)

Not applicable.

Item 6.

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

Item 6 of the Schedule 13D is hereby amended and supplemented by the restating of “Form F-3 Registration Statement” and “Repurchase Agreements” in their entirety as follows:

Form F-3 Registration Statement

On July 2, 2015, QIWI filed the Form F-3 Registration Statement under the Securities Act, for the resale from time to time of ADSs beneficially owned by Otkritie Holding.

Repurchase Agreements

Otkritie Holding expect to enter into repurchase, buy and sell back and other similar transactions with third parties from time to time covering ADSs they beneficially own, and also may loan, pledge, hypothecate or sell Class A ordinary shares, Class B ordinary shares and ADSs to third parties.

Otkritie Holding JSC

/s/ Alexander Tarabrin

Alexander Tarabrin

Deputy General Director

Title

CUSIP No. 74735M108

13D

Page 7 of 8 Pages

Name:

Title/Principal Occupation or Employment

Citizenship

Alexey Lvovich Karakhan

General Director

Russian Federation

Ruben Abelovich Aganbegyan

Member of the Board of Directors of Otkritie Holding JSC

Russian Federation

Vadim Stanislavovich Belyaev

Chairman of the Board of Directors of Otkritie Holding JSC

Russian Federation

Kirill Gennadievich Androsov

Member of the Board of Directors of Otkritie Holding JSC

Russian Federation

Olga Vladimirovna Plaksina

Member of the Board of Directors of Otkritie Holding JSC

Russian Federation

Dmitry Zakerievich Romaev

Member of the Board of Directors of Otkritie Holding JSC

Russian Federation

Class B

Shares

(a)

Amount Beneficially Owned

Otkritie Holding JSC

3,514,423

(b)

Percent of class

Otkritie Holding JSC

7.83%

(c)

Number of Shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

Otkritie Holding JSC

3,514,423

(ii)

Shared power to vote or to direct the vote:

Otkritie Holding JSC

0

(iii)

Sole power to dispose or to direct the disposition of:

Otkritie Holding JSC

3,514,423

(iv)

Shared power to dispose or to direct the disposition of:

Otkritie Holding JSC

0