Sec Form 13G Filing - Travogue Electronic Travel LLP filing for MakeMyTrip Ltd (MMYT) - 2024-02-02

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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. 7)*

 

 

MakeMyTrip Limited

(Name of Issuer)

Ordinary Shares, par value US$0.0005 per share

(Title of Class of Securities)

V5633W109

(CUSIP Number)

December 31, 2023

(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).

 

 

 

13G

 

CUSIP No. V5633W109    Page 1 of 7

 

 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

 

 2,385,100

   7   

 Sole Dispositive Power

 

 0

   8   

 Shared Dispositive Power

 

 2,385,100

 9   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 2,385,100

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

 

 3.4%

12  

 Type of Reporting Person

 

 PN

13G

 

CUSIP No. V5633W109    Page 2 of 7

 

 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

 

 1,886,749

   6   

 Shared Voting Power

 

 2,385,100

   7   

 Sole Dispositive Power

 

 1,886,749

   8   

 Shared Dispositive Power

 

 2,385,100

 9   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 4,271,849

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

 

 6.0%

12  

 Type of Reporting Person

 

 IN

13G

 

CUSIP No. V5633W109    Page 3 of 7

 

ITEM 1.

   (a)      Name of Issuer:
      
       MakeMyTrip Limited (the “Issuer”)
      
  (b)      Address of Issuer’s 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 4/22, Ground Floor, Shanti Niketan, Delhi-110021, 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.

13G

 

CUSIP No. V5633W109    Page 4 of 7

 

ITEM 4.

        Ownership.
      
       The ownership information presented below represents beneficial ownership of Ordinary Shares of the Issuer as of the date hereof, based on 69,396,934 Ordinary Shares outstanding as of December 31, 2023.

 

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:

  

Travogue Electronic Travel LLP (1)

      2,385,100        3.4 %      0        2,385,100        0        2,385,100  

Deep Kalra (2)

      4,271,849        6.0 %      1,886,749        2,385,100        1,886,749        2,385,100  

 

(1)

Travogue is the record holder of 2,385,100 Ordinary Shares.

(2)

4,271,849 Ordinary Shares shown above as beneficially owned by Mr. Deep Kalra includes 2,385,100 Ordinary Shares held by Travogue. Mr. Deep Kalra and his spouse are the sole partners in Travogue as of the date hereof and, accordingly, may be deemed to share beneficial ownership of the 2,385,100 Ordinary Shares held of record by Travogue. Mr. Kalra also beneficially owns 1,886,749 Ordinary Shares in his individual capacity, which comprises of (i) 656,564 Ordinary Shares held by him in his own name (ii) 519,407 Ordinary Shares underlying Restricted Stock Units that are vested as of December 31, 2023 (iii) 705,300 Ordinary Shares underlying ESOPs that are currently exercisable and (iv) 5,478 Ordinary Shares held by Mr. Kalra’s spouse.

(3)

Issuer has 69,396,934 Ordinary Shares outstanding as on December 31, 2023 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 39,667,911 Class B convertible ordinary shares, outstanding on December 31, 2023, 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.

13G

 

CUSIP No. V5633W109    Page 5 of 7

 

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.

13G

 

CUSIP No. V5633W109    Page 6 of 7

 

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 2, 2024

 

Travogue Electronic Travel LLP
By:  

/s/ Deep Kalra

Name:   Deep Kalra
Title:   Designated Partner
Deep Kalra
By:  

/s/ Deep Kalra

Name:   Deep Kalra

13G

 

CUSIP No. V5633W109    Page 7 of 7

 

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).