Filing Details

 

	SECURITIES AND EXCHANGE COMMISSION
	WASHINGTON, DC 20549
	SCHEDULE 13D

 

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

with a copy to:

 

 

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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 (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).

 

 

 

 

(1)    Includes 9,857,028 Ordinary Shares issued upon conversion of the Convertible Notes and 916,666 Ordinary Shares subscribed by the Reporting Person as described herein. See Item 3.

 

(2)    Based on (1) 91,677,734 Ordinary Shares (including 38,971,539 class B convertible ordinary shares, par value US$0.0005 per share, on an as-converted basis) issued and outstanding as of March 31, 2017, as disclosed in the Share Purchase Agreement between MakeMyTrip Limited and Ctrip.com International, Ltd. dated as of May 2, 2017 filed as Exhibit 6 attached hereto, (2) 8,250,001 Ordinary Shares (including 3,666,667 class B convertible ordinary shares, par value US$0.0005 per share, on an as-converted basis) issued to certain investors in accordance with various share purchase agreements dated as of May 2, 2017, as disclosed in Exhibit 99.1 to the Issuers report of foreign private issuer on Form 6-K furnished with the Commission on May 2, 2017 (File No. 001-34837), and (3) 916,666 Ordinary Shares subscribed by the Reporting Person as described herein.

 

 

Introductory Note

 

This Amendment No. 2 to Schedule 13D (Amendment No. 2) amends and supplements the statement on Schedule 13D that was initially filed by Ctrip.com International, Ltd. (Ctrip or the Reporting Person) with the Securities and Exchange Commission (the Commission) on January 25, 2016 and then amended and supplemented by Amendment No. 1 on October 26, 2016 (as amended and supplemented, the Schedule 13D), relating to the ordinary shares, par value $0.0005 per share (the Ordinary Shares), of MakeMyTrip Limited, a public company incorporated under the laws of the Mauritius with limited liability (the Issuer). Except as expressly set forth herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The information set forth in the Exhibits attached hereto and to the Schedule 13D filing is expressly incorporated herein by reference. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D.

 

Item 2. Identity and Background.

 

Schedule A of the Schedule 13D is hereby amended and filed herewith.

 

During the past five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, (a) any partner, executive officer or director of the Reporting Person, (b) any person controlling the Reporting Person or (c) any partner, executive officer or director of any person ultimately in control of the Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), has been 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.

 

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:

 

Ctrip and the Issuer entered into a Share Purchase Agreement dated as of May 2, 2017 (the 2017 Purchase Agreement), attached hereto as Exhibit 6. Upon closing of the subscription contemplated under the 2017 Purchase Agreement on May 5, 2017, Ctrip subscribed for and purchased, and the Issuer issued, sold and delivered 916,666 Ordinary Shares for an aggregate purchase price of US$32,999,976.

 

The US$32,999,976 aggregate purchase price paid for the Ordinary Shares pursuant to the 2017 Purchase Agreement was funded from the general working capital of Ctrip.

 

The foregoing description of the 2017 Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the 2017 Purchase Agreement (including the schedules), which is filed as Exhibit 6 hereto and incorporated herein by reference.

 

Item 4.  Purpose of Transaction.

 

Item 4 of the Schedule 13D and the information set forth in or incorporated by reference in Item 3 of this Amendment No. 2 are incorporated by reference in their entirety into this Item 4 and are hereby amended and supplemented by adding the following information:

 

The Ordinary Shares issued pursuant to the 2017 Purchase Agreement were acquired by the Reporting Person for investment purposes in connection with a strategic relationship between Ctrip and the Issuer.

 

Item 5.  Interest in Securities of the Issuer.

 

(a), (b)    The second sentence of the first paragraph of Items 5(a) and (b) of the Schedule 13D is hereby amended and restated as follows:

 

 

The calculation of percentage of beneficial ownership of outstanding Ordinary Shares in this Item 5(a) and (b) and elsewhere in this Schedule 13D is based on (1) 91,677,734 Ordinary Shares (including 38,971,539 class B convertible ordinary shares, par value US$0.0005 per share, on an as-converted basis) issued and outstanding as of March 31, 2017, as disclosed in the Share Purchase Agreement between MakeMyTrip Limited and Ctrip.com International, Ltd. dated as of May 2, 2017 filed as Exhibit 6 attached hereto, (2) 8,250,001 Ordinary Shares (including 3,666,667 class B convertible ordinary shares, par value US$0.0005 per share, on an as-converted basis) issued to certain investors in accordance with various share purchase agreements dated as of May 2, 2017, as disclosed in Exhibit 99.1 to the Issuers report of foreign private issuer on Form 6-K furnished with the Commission on May 2, 2017 (File No. 001-34837), and (3) 916,666 Ordinary Shares subscribed by the Reporting Person as described herein.

 

Item 7.  Material to Be Filed as Exhibits.

 

Exhibit No.		Description
1*		Convertible Notes Purchase Agreement dated as of January 7, 2016 between MakeMyTrip Limited and Ctrip.com International, Ltd.
2*		Investor Rights Agreement dated as of January 7, 2016 between MakeMyTrip Limited and Ctrip.com International, Ltd.
3*		Voting Agreement dated as of October 18, 2016 between MIH Internet Sea Private Limited and Ctrip.com International, Ltd.
4		Amendment to Investor Rights Agreement dated as of October 18, 2016 between MakeMyTrip Limited and Ctrip.com International, Ltd. (incorporated herein by reference to Exhibit 99.3 to the Issuers report of foreign private issuer on Form 6-K furnished to the Commission on October 19, 2016 (File No. 001-34837))
5		Registration Rights Agreement dated as of October 18, 2016 among MIH Internet Sea Private Limited, Ctrip.com International, Ltd., MakeMyTrip Limited and certain other parties thereto (incorporated herein by reference to Exhibit 99.4 to the Issuers report of foreign private issuer on Form 6-K furnished to the Commission on October 19, 2016 (File No. 001-34837))
6		Share Purchase Agreement dated May 2, 2017 between MakeMyTrip Limited and Ctrip.com International, Ltd.

 

*              Previously filed.

 

              Filed herewith.

 

 

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:      May 10, 2017

 

	Ctrip.com International, Ltd.
	By:	/s/ Cindy Xiaofan Wang
	Name:	Cindy Xiaofan Wang
	Title:	Chief Financial Officer and Executive Vice President

 

 

SCHEDULE A

 

Ctrip Directors and Executive Officers

 

Name		Position/Title		Business Address		Citizenship
James Jianzhang Liang		Co-founder, Executive Chairman of the Board		968 Jin Zhong Road, Shanghai 200335, Peoples Republic of China		Hong Kong
Min Fan		Co-founder, Vice Chairman of the Board and President		968 Jin Zhong Road, Shanghai 200335, Peoples Republic of China		China
Jane Jie Sun		Chief Executive Officer and Director		968 Jin Zhong Road, Shanghai 200335, Peoples Republic of China		Singapore
Maohua Sun		Chief Operating Officer		968 Jin Zhong Road, Shanghai 200335, Peoples Republic of China		China
Cindy Xiaofan Wang		Chief Financial Officer and Executive Vice President		968 Jin Zhong Road, Shanghai 200335, Peoples Republic of China		China
Xing Xiong		Executive Vice President		968 Jin Zhong Road, Shanghai 200335, Peoples Republic of China		U.S.A.
Neil Nanpeng Shen		Co-founder, Independent Director		Suite 2215, Two Pacific Place, 88 Queensway Road, Hong Kong		Hong Kong
Qi Ji		Co-founder, Independent Director		No. 2266 Hongqiao Road, Shanghai 200336, Peoples Republic of China		Singapore
Gabriel Li		Vice Chairman of the Board and Independent Director		Suite 6211-12, 62/F, The Center, 99 Queens Road, Central, Hong Kong		Hong Kong
JP Gan		Independent Director		Room 3906, Jinmao Tower, 88 Century Boulevard, Shanghai, Peoples Republic of China		U.S.A.
Robin Yanhong Li		Director		No. 10 Shangdi 10th Street, Beijing 100085, Peoples Republic of China		China
Tony Yip		Director		No. 10 Shangdi 10th Street, Beijing 100085, Peoples Republic of China		Australia

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
1*		Convertible Notes Purchase Agreement dated as of January 7, 2016 between MakeMyTrip Limited and Ctrip.com International, Ltd.
2*		Investor Rights Agreement dated as of January 7, 2016 between MakeMyTrip Limited and Ctrip.com International, Ltd.
3*		Voting Agreement dated as of October 18, 2016 between MIH Internet Sea Private Limited and Ctrip.com International, Ltd.
4		Amendment to Investor Rights Agreement dated as of October 18, 2016 between MakeMyTrip Limited and Ctrip.com International, Ltd. (incorporated herein by reference to Exhibit 99.3 to the Issuers report of foreign private issuer on Form 6-K furnished to the Commission on October 19, 2016 (File No. 001-34837))
5		Registration Rights Agreement dated as of October 18, 2016 among MIH Internet Sea Private Limited, Ctrip.com International, Ltd., MakeMyTrip Limited and certain other parties thereto (incorporated herein by reference to Exhibit 99.4 to the Issuers report of foreign private issuer on Form 6-K furnished to the Commission on October 19, 2016 (File No. 001-34837))
6		Share Purchase Agreement dated May 2, 2017 between MakeMyTrip Limited and Ctrip.com International, Ltd.

 

*              Previously filed.

 

              Filed herewith.