SC 13G

 

 

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.)*

 

 

HeadHunter Group PLC

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

42207L106

(CUSIP Number)

December 31, 2019

(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 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.

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. 42207L106   Schedule 13G   Page 1 of 6

 

  1   

Names of Reporting Persons

 

ELQ Investors VIII Limited

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

United Kingdom

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     

Sole Voting Power

 

0

   6   

Shared Voting Power

 

12,499,998

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

12,499,998

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

12,499,998

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

11  

Percent of Class Represented by Amount in Row 9

 

25.0%

12  

Type of Reporting Person

 

OO


CUSIP No. 42207L106   Schedule 13G   Page 2 of 6

 

  1   

Names of Reporting Persons

 

The Goldman Sachs Group Inc.

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     

Sole Voting Power

 

0

   6   

Shared Voting Power

 

12,499,998

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

12,499,998

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

12,499,998

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

11  

Percent of Class Represented by Amount in Row 9

 

25.0%

12  

Type of Reporting Person

 

CO


CUSIP No. 42207L106   Schedule 13G   Page 3 of 6

 

ITEM 1.

(a) Name of Issuer:

HeadHunter Group PLC

 

    

(b) Address of Issuer’s Principal Executive Offices:

Dositheou 42, Strovolos, 2028, Nicosia 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:

ELQ Investors VIII Limited

The Goldman Sachs Group Inc.

 

    

(b) Address or Principal Business Office:

The address of ELQ Investors VIII Limited is Peterborough Court, 133 Fleet Street, London, EC4A 2BB, United Kingdom. The address of the Goldman Sachs Group Inc. is 200 West Street, New York, NY 10282.

 

    

(c) Citizenship of each Reporting Person is:

ELQ Investors VIII Limited is incorporated in the United Kingdom. The Goldman Sachs Group Inc. is incorporated in the state of Delaware.

 

    

(d) Title of Class of Securities:

Ordinary Shares, nominal value €0.002 per share (“Ordinary Shares”).

 

    

(e) CUSIP Number:

42207L106

 

ITEM 3.

Not applicable.


CUSIP No. 42207L106   Schedule 13G   Page 4 of 6

 

ITEM 4.

Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Ordinary Shares of the Issuer as of December 31, 2019, based upon 50,000,000 Ordinary Shares outstanding as of May 13, 2019.

 

Reporting Person   

Amount

beneficially

owned

    

Percent

of class:

    Sole
power
to vote
or to
direct
the
vote:
     Shared
power to
vote or to
direct the
vote:
    

Sole
power to
dispose or
to direct
the
disposition

of:

    

Shared

power to

dispose or

to direct

the

disposition

of:

 

ELQ Investors VIII Limited

     12,499,998        25.0     0        12,499,998        0        12,499,998  

The Goldman Sachs Group Inc.

     12,499,998        25.0     0        12,499,998        0        12,499,998  

ELQ Investors VIII Limited is the record holder of the Ordinary Shares reported herein. ELQ Investors VIII Limited is a wholly owned, indirect subsidiary of the Goldman Sachs Group Inc. which is a publicly traded Company.

 

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. 42207L106   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 10, 2020

 

ELQ Investors VIII Limited
By:  

/s/ Thomas Gasson

Name:   Thomas Gasson
Title:   Director
The Goldman Sachs Group, Inc.
By:  

/s/ Terry Mosher

Name:   Terry Mosher
Title:   Attorney-in-Fact


CUSIP No. 42207L106   Schedule 13G   Page 6 of 6

LIST OF EXHIBITS

 

Exhibit
No.

  

Description

99.1    Joint Filing Agreement.
99.2    Power of Attorney, relating to The Goldman Sachs Group, Inc.

 

EX-99.1

Exhibit 99.1

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 10th day of February, 2020.

 

ELQ Investors VIII Limited
By:  

/s/ Thomas Gasson

Name:   Thomas Gasson
Title:   Director
The Goldman Sachs Group, Inc.
By:  

/s/ Terry Mosher

Name:   Terry Mosher
Title:   Attorney-in-Fact

 

EX-99.2

Exhibit 99.2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS THE GOLDMAN SACHS GROUP, INC. (the “Company”) does hereby make, constitute and appoint each of Stephanie Snyder, Jerry Li, Eddie Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer, and Apoorva Iyer (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until March 1, 2021 unless earlier revoked by written instrument, or in the event am Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he or she was appointed Attorney-in-fact prior to March 1, 2021, this Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke the Power of Attorney.

This Power of Attorney shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.

This Power of Attorney supersedes the Power of Attorney granted by the Company to Eddie Arhagba, Jose Canas, Abdul Khayum, and Jerry Li on June 19, 2018.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of September 26, 2019.

 

GOLDMAN SACHS & CO. LLC

By: /s/ Karen P. Seymour

 

Name: Karen P. Seymour
Title: Executive Vice President and
    General Counsel and Secretary of the Corporation