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Form 3 Yatra Online, Inc. For: Dec 16 Filed by: MACQUARIE GROUP LTD

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January 17, 2017 11:26 AM EST
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person *
MACQUARIE GROUP LTD
(Last) (First) (Middle)
NO. 1 MARTIN PLACE
(Street)
SYDNEY, NEW SOUTH WALES C3
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/16/2016 		3. Issuer Name and Ticker or Trading Symbol
Yatra Online, Inc. [ YTRA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares 2,324,355 (1)
I
See Footnote (2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class F Shares 11/16/2017   (3) Ordinary Shares (2) 1,105,782 (3) (3) I See Footnote (2)
Warrants 01/15/2017 12/16/2021 Ordinary Shares (3) 2,691,459 (4) 11.5 I See Footnote (2)
Explanation of Responses:
1. Represents 324,355 ordinary shares ("Ordinary Share") of Yatra Online, Inc. (the "Issuer") held by Macquarie Corporate Holdings Pty. Limited ("Macquarie Corporate Holdings") and 2,000,000 Ordinary Shares held by MIHI LLC ("MIHI").
2. Macquarie Group Limited ("Macquarie Group") is the ultimate indirect parent of Macquarie Corporate Holdings Pty. Limited and MIHI LLC and may be deemed to beneficially own the Issuer's securities held thereby. Macquarie Group, Macquarie Corporate Holdings and MIHI are referred to collectively as the "Reporting Persons." Each Reporting Person disclaims beneficial ownership of all Ordinary Shares of the Issuer reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
3. Represents 1,105,782 shares of Class F common stock of Terrapin 3 Acquisition Corporation (the "Terrapin Class F Shares") held by MIHI. The Terrapin Class F shares vote together with the Ordinary Shares. Commencing 11 months after the consummation of the business combination, the Terrapin Class F Shares are convertible into Ordinary Shares on a one-for-one basis.
4. Represents warrants to purchase 2,645,000 shares of Class A common stock of Terrapin 3 Acquisition Corporation (the "Terrapin Class A Shares") held by MIHI LLC and warrants to purchase 46,459 shares of Terrapin Class A Shares held by Macquarie Corporate Holdings. The warrants are exercisable 30 days after the consummation of the business combination and each warrant is exercisable for one half of a share of Terrapin Class A Shares. Currently, the Terrapin Class A Shares are convertible into Ordinary Shares on a one-for-one basis.
MACQUARIE GROUP LIMITED, By: /s/ Gus Wong, Name: Gus Wong, Title: Attorney-in-Fact, By: /s/ Paulina Chan, Name: Paulina Chan, Title: Associate Director 12/27/2016
** Signature of Reporting Person Date
MACQUARIE CORPORATE HOLDINGS PTY. LIMITED, By: /s/ Dennis Leong, Name: Dennis Leong, Title: Executive Director 12/27/2016
** Signature of Reporting Person Date
MIHI LLC, By: /s/ Tobias Bachteler, Name: Tobias Bachteler, Title: Vice President, By: /s/ Jin Chun, Name: Jin Chun, Title: Authorized Signatory 12/27/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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