Form SC 13D/A Mechel PAO Filed by: Zyuzin Igor

September 16, 2021 12:22 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 49)*

 

 

MECHEL PAO

(Name of Issuer)

COMMON SHARES, PAR VALUE 10 RUSSIAN RUBLES PER SHARE

AMERICAN DEPOSITARY SHARES, EACH ADS REPRESENTING TWO COMMON SHARES

(Title of Class of Securities)

RU000A0DKXV5

583840103

(CUSIP Number)

Alexey Lukashov

Krasnoarmeyskaya str., 1

125167 Moscow,

Russian Federation

+7 495 2218888

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

September 16, 2021

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box   ☐.

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 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 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, as amended (the “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. RU000A0DKXV5; 583840103

 

  1.    

  Name of Reporting Persons

  I.R.S. Identification Nos. of above persons (entities only)

 

  Igor V. Zyuzin

  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 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

 

  110,236,956

     8.   

  Shared Voting Power

 

  16,640,887

     9.   

  Sole Dispositive Power

 

  110,236,956

   10.   

  Shared Dispositive Power

 

  5,836,829

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  126,877,843

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  30.48%

14.  

  Type of Reporting Person (See Instructions)

 

  IN

 

2


CUSIP No. RU000A0DKXV5; 583840103

 

  1.    

  Name of Reporting Persons

  I.R.S. Identification Nos. of above persons (entities only)

 

  Irina V. Zyuzina

  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 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

 

  1,979,273

     8.   

  Shared Voting Power

 

  79,911,190

     9.   

  Sole Dispositive Power

 

  1,979,273

   10.   

  Shared Dispositive Power

 

  79,156,650

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  81,890,463

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  19.67%

14.  

  Type of Reporting Person (See Instructions)

 

  IN

 

3


CUSIP No. RU000A0DKXV5; 583840103

 

  1.    

  Name of Reporting Persons

  I.R.S. Identification Nos. of above persons (entities only)

 

  MetHol OOO

  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 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

 

  77,838,103

     8.   

  Shared Voting Power

 

  12,389,830

     9.   

  Sole Dispositive Power

 

  77,838,103

   10.   

  Shared Dispositive Power

 

  1,585,772

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  90,227,933

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  21.68%

14.  

  Type of Reporting Person (See Instructions)

 

  CO

 

4


CUSIP No. RU000A0DKXV5; 583840103

 

  1.    

  Name of Reporting Persons

  I.R.S. Identification Nos. of above persons (entities only)

 

  JSC IC BASK

  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 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

 

  5,033,399

     8.   

  Shared Voting Power

 

  232,106

     9.   

  Sole Dispositive Power

 

  5,033,399

   10.   

  Shared Dispositive Power

 

  99,115

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  5,265,505

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  1.26%

14.  

  Type of Reporting Person (See Instructions)

 

  CO

 

5


CUSIP No. RU000A0DKXV5; 583840103

 

  1.    

  Name of Reporting Persons

  I.R.S. Identification Nos. of above persons (entities only)

 

  BASK-MED OOO

  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 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

 

  236,554

     8.   

  Shared Voting Power

 

  6,532

     9.   

  Sole Dispositive Power

 

  236,554

   10.   

  Shared Dispositive Power

 

  392

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  243,086

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  0.06%

14.  

  Type of Reporting Person (See Instructions)

 

  CO

 

6


CUSIP No. RU000A0DKXV5; 583840103

 

  1.    

  Name of Reporting Persons

  I.R.S. Identification Nos. of above persons (entities only)

 

  BASK-MED Region OOO

  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 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

 

  138,553

     8.   

  Shared Voting Power

 

  3,826

     9.   

  Sole Dispositive Power

 

  138,553

   10.   

  Shared Dispositive Power

 

  230

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  142,379

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  0.03%

14.  

  Type of Reporting Person (See Instructions)

 

  CO

 

7


CUSIP No. RU000A0DKXV5; 583840103

 

  1.    

  Name of Reporting Persons

  I.R.S. Identification Nos. of above persons (entities only)

 

  JSC COALMETBANK

  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 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

 

  895,211

     8.   

  Shared Voting Power

 

  24,720

     9.   

  Sole Dispositive Power

 

  895,211

   10.   

  Shared Dispositive Power

 

  1,485

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  919,931

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  0.22%

14.  

  Type of Reporting Person (See Instructions)

 

  CO

 

8


CUSIP No. RU000A0DKXV5; 583840103

 

  1.    

  Name of Reporting Persons

  I.R.S. Identification Nos. of above persons (entities only)

 

  SKYBLOCK LIMITED

  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 if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐

  6.  

  Citizenship or Place of Organization

 

  Republic of Cyprus

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

 

     7.     

  Sole Voting Power

 

  690,561

     8.   

  Shared Voting Power

 

  - 0-

     9.   

  Sole Dispositive Power

 

  690,561

   10.   

  Shared Dispositive Power

 

  -0-

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  690,561

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  0.17%

14.  

  Type of Reporting Person (See Instructions)

 

  CO

 

9


CUSIP No. RU000A0DKXV5; 583840103

 

  1.    

  Name of Reporting Persons

  I.R.S. Identification Nos. of above persons (entities only)

 

  SPETSTEKHLEASING OOO

  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 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

 

  10,000

     8.   

  Shared Voting Power

 

  277

     9.   

  Sole Dispositive Power

 

  10,000

   10.   

  Shared Dispositive Power

 

  17

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  10,277

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  0.002%

14.  

  Type of Reporting Person (See Instructions)

 

  CO

 

10


CUSIP No. RU000A0DKXV5; 583840103

 

  1.    

  Name of Reporting Persons

  I.R.S. Identification Nos. of above persons (entities only)

 

  YAKUTUGOL JSHC

  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 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

 

  10,804,058

     8.   

  Shared Voting Power

 

  -0-

     9.   

  Sole Dispositive Power

 

  -0-

   10.   

  Shared Dispositive Power

 

  -0-

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  10,804,058

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  2.60%

14.  

  Type of Reporting Person (See Instructions)

 

  CO

 

11


Item 1.

Security and Issuer

This Amendment to Schedule 13D (the “Schedule 13D”) further amends the Schedule 13D originally filed by the Reporting Persons (as defined below) on July 21, 2008 (the “Original Schedule 13D”), as amended and restated on June 19, 2009, August 20, 2009, December 30, 2009, March 17, 2010, April 22, 2010, July 12, 2010, October 14, 2010, March 4, 2011, April 21, 2011, May 12, 2011, September 8, 2011, October 7, 2011, December 30, 2011, April 16, 2012, May 23, 2012, July 16, 2012, August 22, 2012, September 12, 2012, September 21, 2012, March 13, 2013, June 3, 2013, July 17, 2013, July 22, 2013, November 29, 2013, April 15, 2014, July 3, 2014, August 21, 2014, December 11, 2014, May 12, 2016, October 19, 2017, June 14, 2018, August 8, 2018, March 5, 2019, July 08, 2019, September 30, 2019, October 24, 2019, November 27, 2019, December 31, 2019, February 10, 2020, March 18, 2020, October 27, 2020, January 27, 2021, February 09, 2021, April 19, 2021, May 21, 2021, June 01, 2021, July 06, 2021 and August 03, 2021 (the “Amended Schedule 13D”), and relates to common shares, par value 10 Russian rubles per share (the “Common Shares”), of Mechel PAO, a public joint-stock company incorporated under the laws of the Russian Federation (the “Issuer”) and the Issuer’s American Depositary Shares (“ADSs”), each ADS representing two Common Shares. The principal executive offices of the Issuer are located at Krasnoarmeyskaya str. 1, Moscow, 125167, Russian Federation.

 

Item 2.

Identity and Background

(a)—(c) and (f). This Schedule 13D is filed by Igor V. Zyuzin, a natural person and a citizen of the Russian Federation (“Mr. Zyuzin”); Irina V. Zyuzina, a natural person and a citizen of the Russian Federation (“Mrs. Zyuzina”); MetHol OOO, a limited liability company organized under the laws of the Russian Federation (“MetHol”); JSC IC BASK, a joint stock company organized under the laws of the Russian Federation (“BASK”); BASK-MED OOO, a limited liability company organized under the laws of the Russian Federation (“BASK-MED”); BASK-MED Region OOO, a limited liability company organized under the laws of the Russian Federation (“BASK-MED Region”), JSC COALMETBANK, joint-stock company organized under the laws of the Russian Federation (“Coalmetbank”), SKYBLOCK LIMITED, limited liability company organized under the laws of the Republic of Cyprus (“Skyblock”), SPETSTEKHLEASING OOO, a limited liability company organized under the laws of the Russian Federation (“Spetstekhleasing”) and YAKUTUGOL JSHC, joint-stock holding company organized under the laws of the Russian Federation (“Yakutugol”) (together, the “Reporting Persons”).

Mr. Zyuzin co-founded the Issuer in 2003 and was the Issuer’s chief executive officer from December 2006 until July 2010. Mr. Zyuzin is also the chairman of the board of directors of the Issuer. Mr. Zyuzin’s principal business address is at the Issuer’s principal executive office at Krasnoarmeyskaya str. 1, Moscow, 125167, Russian Federation.

Mrs. Zyuzina does not hold any official positions. Her principal address is at 19-6 Tverskoy Boulevard, Moscow, 123104, Russian Federation.

MetHol is a limited company organized under the laws of the Russian Federation which principal business is to make private investments. Mrs. Zyuzina owns 34% of the outstanding equity interests in MetHol. The principal business office address of MetHol is Krasnoarmeyskaya str.1, Moscow, 125167, Russian Federation. The names of the executive officers and directors of MetHol, their addresses, citizenship and principal occupations are as follows:

 

Name and Office Held

  

Business Address

  

Citizenship

  

Principal Occupation or
Employment

Tatyana Ifutina

General Director

  

Krasnoarmeyskaya str., 1

Moscow, 125167,

Russian Federation

   Russian Federation    Assistant of the Chairman of the Board of Directors of Mechel PAO, Krasnoarmeyskaya str., 1, Moscow, 125167, Russian Federation.

BASK is a joint stock company organized under the laws of the Russian Federation which principal business is to make private investments. Mr. Zyuzin owns 93.56% of the outstanding equity interests in BASK. The principal business office address of BASK is Tsinkzavodskoy per. 8A, Belovo, Kemerovskaya oblast, 652600, Russian Federation. The names of the executive officers and directors of BASK, their addresses, citizenship and principal occupations are as follows:

 

12


Name and Office Held

  

Business Address

  

Citizenship

  

Principal Occupation or
Employment

Rimma Chmaro

General Director

  

Tsinkzavodskoy per., 8A,

Belovo, Kemerovskaya

oblast, 652600, Russian

Federation.

   Russian Federation    General Director of BASK, Tsinkzavodskoy per., 8A, Belovo, Kemerovskaya oblast, 652600, Russian Federation.

BASK-MED is a limited liability company organized under the laws of the Russian Federation which principal business is to make private investments. Mrs. Zyuzina owns 95% of the outstanding equity interests in BASK-MED and Mr. Zyuzin indirectly owns 4.68% of the outstanding equity interests in BASK-MED. The principal business office address of BASK-MED is Komarova str. 11, Mezhdurechensk, Kemerovskaya oblast, 652870, Russian Federation. The names of the executive officers and directors of BASK-MED, their addresses, citizenship and principal occupations are as follows:

 

Name and Office Held

  

Business Address

  

Citizenship

  

Principal Occupation or
Employment

Elena Markshtaler

General Director

  

Komarova str. 11,

Mezhdurechensk,

Kemerovskaya oblast,

652870, Russian Federation.

   Russian Federation    General Director of BASK-MED, Komarova str. 11, Mezhdurechensk, Kemerovskaya oblast, 652870, Russian Federation.

BASK-MED Region is a limited liability company organized under the laws of the Russian Federation which principal business is to make private investments. Mrs. Zyuzina owns 95% of the outstanding equity interests in BASK-MED Region and Mr.Zyuzin indirectly owns 4.68% of the outstanding equity interests in BASK-MED Region. The principal business office address of BASK-MED Region is Yudina str.16, Mezhdurechensk, Kemerovskaya oblast, 652870, Russian Federation. The names of the executive officers and directors of BASK-MED Region, their addresses, citizenship and principal occupations are as follows:

 

Name and Office Held

  

Business Address

  

Citizenship

  

Principal Occupation or
Employment

Elena Markshtaler

General Director

  

Yudina str. 16,

Mezhdurechensk,

Kemerovskaya oblast,

652870, Russian Federation,

   Russian Federation    General Director of BASK-MED Region, Yudina str. 16, Mezhdurechensk, Kemerovskaya oblast, 652870, Russian Federation,

Coalmetbank is a joint-stock company organized under the laws of the Russian Federation which principal business is to make private investments. Mr. Zyuzin directly and indirectly owns 9.53% of the outstanding equity interests in Coalmetbank and Mrs. Zyuzina indirectly owns 30.4% of the outstanding equity interests in Coalmetbank. The principal business office address of Coalmetbank is Molodogvardeytzev str., 17B, Chelyabinsk, 454138, Russian Federation. The names of the executive officers and directors of Coalmetbank, their addresses, citizenship and principal occupations are as follows:

 

Name and Office Held

  

Business Address

  

Citizenship

  

Principal Occupation or
Employment

Tatyana Bessmertnykh

Chairman of the Board

  

Molodogvardeytzev str.17B,

Chelyabinsk, 454138,

Russian Federation.

   Russian Federation    Chairman of the Board of Coalmetbank, Molodogvardeytzev str.17B, Chelyabinsk, 454138, Russian Federation.

 

13


Skyblock is a limited liability company organized under the laws of the Republic of Cyprus whose principal business is to make private investments. Mr. Zyuzin and Mrs. Zyuzina indirectly own respectively 27.64% and 6.98% of the outstanding equity interests in Skyblock. The principal business office address of Skyblock is 27 Michalakopoulou street, 1075 Nicosia, Cyprus. The names of the executive officers and directors of Skyblock, their addresses, citizenship and principal occupations are as follows:

 

Name and Office Held

  

Business Address

  

Citizenship

  

Principal Occupation or
Employment

Elena Rogova

Director

  

27 Michalakopoulou street,

1075 Nicosia, Cyprus

   Russian Federation    Director of Skyblock, 27 Michalakopoulou street, 1075 Nicosia, Cyprus.

Spetstekhleasing is a limited liability company organized under the laws of the Russian Federation which principal business is to make private investments. Mr. Zyuzin indirectly owns 93.56% of the outstanding equity interests in Spetstekhleasing. The principal business office address of Spetstekhleasing is Krasnoarmeyskaya str. 136, office 505, Kemerovo, Kemerovo Region—Kuzbas, 650991, Russian Federation. The names of the executive officers and directors of Spetstekhleasing, their addresses, citizenship and principal occupations are as follows:

 

Name and Office Held

  

Business Address

  

Citizenship

  

Principal Occupation or
Employment

Elvira Safiullina

Director

  

Krasnoarmeyskaya str. 136,

office 505, Kemerovo,

Kemerovo Region- Kuzbas,

650991, Russian Federation

   Russian Federation    Director of Spetstekhleasing, Krasnoarmeyskaya str. 136, office 505, Kemerovo, Kemerovo Region- Kuzbas, 650991, Russian Federation.

Yakutugol is a joint-stock holding company organized under the laws of the Russian Federation which principal business is producing of low-volatile hard coking coal. Mr. Zyuzin and Mrs. Zyuzina indirectly own respectively 27.64% and 6.98% of the outstanding equity interests in Yakutugol. The principal business office address of Yakutugol is Lenina Ave. 3/1, Neryungri, Republic of Sakha (Yakutia), 678960, Russian Federation. The names of the executive officers and directors of Yakutugol, their addresses, citizenship and principal occupations are as follows:

 

Name and Office Held

  

Business Address

  

Citizenship

  

Principal Occupation or
Employment

Andrey Pazinach

General Director of Mechel-Mining Management Company OOO

  

Lenina Ave. 3/1, Neryungri,

Republic of Sakha

(Yakutia), 678960, Russian

Federation

   Russian Federation    General Director of Mechel-Mining Management Company OOO, Krasnoarmeyskaya str., 1, Moscow, 125167, Russian Federation

(d) and (e). To the best knowledge of the Reporting Persons, none of the persons or entities identified in this Item 2 has, during the five years preceding the date of this Schedule 13D, (i) has been convicted in a 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 3.

Source and Amount of Funds or Other Consideration

Mr. Zyuzin co-founded the Issuer in 2003 and has maintained a significant stake in the Issuer since then.

 

Item 4.

Purpose of Transaction

The Reporting Persons beneficially own 50.15% of the Common Shares. Except in certain cases as provided by the Federal Law “On Joint-Stock Companies”, dated December 26, 1995, as amended, resolutions at a shareholders’ meeting of the Issuer are adopted by a simple majority in a meeting at which shareholders holding more than half of the voting shares of the Issuer are present or represented. Accordingly, the Reporting Persons have the power to control the outcome of most matters to be decided by vote at a shareholders’ meeting and can control the appointment of the majority of directors and the removal of all of the elected directors.

 

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The 10b5-1 Purchase Instruction set out in the Original Schedule 13D was terminated and no purchases thereunder were made.

No Reporting Person has any present plan or proposal to acquire or dispose of any Common Shares, ADSs or GDSs, although consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Common Shares, ADSs, or GDSs or dispose of any or all of its Common Shares, ADSs or GDSs, as applicable, depending upon prevailing market, economic and other conditions, other investment and business opportunities available to the Reporting Persons, liquidity requirements of the Reporting Persons, tax considerations and/or other investment considerations.

As the chairman of the board of directors and controlling shareholder of the Issuer, at any given time, Mr. Zyuzin may be involved in discussions, plans or proposals which relate to or, if effected, may result in any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.

None of the Reporting Persons has any plans or proposals, which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

 

Item 5.

Interest in Securities of the Issuer

(a) – (b). All percentages of Common Shares disclosed in this Schedule 13D are calculated based on an aggregate total of 416,270,745 Common Shares, including Common Shares underlying ADSs and GDSs, issued and outstanding as of June 30, 2021.

As of today, the Reporting Persons beneficially own 50.15% of the Common Shares.

Mr. Zyuzin is the record owner of 110,236,956 Common Shares, which represent 26.48% of Common Shares, Mrs. Zyuzina is the record owner of 1,979,273 Common Shares, which represent 0.48% of Common Shares, MetHol is the record owner of 77,838,103 Common Shares, which represent 18.70% of Common Shares, BASK is the record owner of 5,033,399 Common Shares, which represent 1.21% of Common Shares, BASK-MED is the record owner of 236,554 Common Shares, which represent 0.06% of Common Shares, BASK-MED Region is the record owner of 138,553 Common Shares, which represent 0.03% of Common Shares, Coalmetbank is the record owner of 895,211 Common Shares, which represent 0.22% of Common Shares, Skyblock is the record owner of 690,561 Common Shares, which represent 0.17% of Common Shares, Spetstekhleasing is the record owner of 10,000 Common Shares, which represent 0.002% of Common Shares and Yakutugol is the record owner of 10,804,058 Common Shares, which represent 2.60% of Common Shares.

Mr. Zyuzin owns 93.56% of the outstanding equity interests in JSC IC BASK and may therefore be deemed to share beneficial ownership of Common Shares held of record by JSC IC BASK.

Mr. Zyuzin indirectly owns 4.68% of the outstanding equity interests in BASK-MED and may therefore be deemed to share beneficial ownership of 11,071 Common Shares held of record by BASK-MED.

Mr. Zyuzin indirectly owns 4.68% of the outstanding equity interests in BASK-MED Region and may therefore be deemed to share beneficial ownership of 6,484 Common Shares held of record by BASK-MED Region.

Mr. Zyuzin directly and indirectly owns 9.53% of the outstanding equity interests in Coalmetbank and may therefore be deemed to share beneficial ownership of 85,314 Common Shares held of record by Coalmetbank.

Mr. Zyuzin indirectly owns 27.64% of the outstanding equity interests in Skyblock and may therefore be deemed to share beneficial ownership of Common Shares held of record by Skyblock.

Mr. Zyuzin indirectly owns 27.64% of the outstanding equity interests in Yakutugol and may therefore be deemed to share beneficial ownership of Common Shares held of record by Yakutugol.

Mr. Zyuzin indirectly owns 93.56% of the outstanding equity interests in Spetstekhleasing and may therefore be deemed to share beneficial ownership of Common Shares held of record by Spetstekhleasing.

Mrs. Zyuzina owns 34% of the outstanding equity interests in MetHol and may therefore be deemed to share beneficial ownership of Common Shares held of record by MetHol.

Mrs. Zyuzina owns 95% of the outstanding equity interests in BASK-MED and may therefore be deemed to share beneficial ownership of Common Shares held of record by BASK-MED.

 

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Mrs. Zyuzina owns 95% of the outstanding equity interests in BASK-MED Region and may therefore be deemed to share beneficial ownership of Common Shares held of record by BASK-MED Region.

Mrs. Zyuzina indirectly owns 30.40% of the outstanding equity interests in Coalmetbank and may therefore be deemed to share beneficial ownership of Common Shares held of record by Coalmetbank.

Mrs. Zyuzina indirectly owns 6.98% of the outstanding equity interests in Skyblock and may therefore be deemed to share beneficial ownership of 48,229 Common Shares held of record by Skyblock.

Mrs. Zyuzina indirectly owns 6.98% of the outstanding equity interests in Yakutugol and may therefore be deemed to share beneficial ownership of 754,540 Common Shares held of record by Yakutugol.

MetHol owns 89.43% of the outstanding equity interests in Coalmetbank and may therefore be deemed to share beneficial ownership of Common Shares held of record by Coalmetbank.

MetHol indirectly owns 18.89% of the outstanding equity interests in Skyblock and may therefore be deemed to share beneficial ownership of Common Shares held of record by Skyblock.

MetHol indirectly owns 18.89% of the outstanding equity interests in Yakutugol and may therefore be deemed to share beneficial ownership of Common Shares held of record by Yakutugol.

BASK owns 5% of the outstanding equity interests in BASK-MED and may therefore be deemed to share beneficial ownership of 11,828 Common Shares held of record by BASK-MED.

BASK owns 5% of the outstanding equity interests in BASK-MED Region and may therefore be deemed to share beneficial ownership of 6,928 Common Shares held of record by BASK-MED Region.

BASK owns 6.91% of the outstanding equity interests in Coalmetbank and may therefore be deemed to share beneficial ownership of 61,859 Common Shares held of record by Coalmetbank.

BASK indirectly owns 1.23% of the outstanding equity interests in Skyblock and may therefore be deemed to share beneficial ownership of 8,500 Common Shares held of record by Skyblock.

BASK owns 100% of the outstanding equity interests in Spetstekhleasing and may therefore be deemed to share beneficial ownership of Common Shares held of record by Spetstekhleasing.

BASK indirectly owns 1.23% of the outstanding equity interests in Yakutugol and may therefore be deemed to share beneficial ownership of 132,991 Common Shares held of record by Yakutugol.

BASK-MED indirectly owns 0.06% of the outstanding equity interests in Skyblock and may therefore be deemed to share beneficial ownership of 392 Common Shares held of record by Skyblock.

BASK-MED indirectly owns 0.06% of the outstanding equity interests in Yakutugol and may therefore be deemed to share beneficial ownership of 6,140 Common Shares held of record by Yakutugol.

BASK-MED Region indirectly owns 0.03% of the outstanding equity interests in Skyblock and may therefore be deemed to share beneficial ownership of 230 Common Shares held of record by Skyblock.

BASK-MED Region indirectly owns 0.03% of the outstanding equity interests in Yakutugol and may therefore be deemed to share beneficial ownership of 3,596 Common Shares held of record by Yakutugol.

Coalmetbank indirectly owns 0.22% of the outstanding equity interests in Skyblock and may therefore be deemed to share beneficial ownership of 1,485 Common Shares held of record by Skyblock.

Coalmetbank indirectly owns 0.22% of the outstanding equity interests in Yakutugol and may therefore be deemed to share beneficial ownership of 23,235Common Shares held of record by Yakutugol.

Spetstekhleasing indirectly owns 0.002% of the outstanding equity interests in Skyblock and may therefore be deemed to share beneficial ownership of 17 Common Shares held of record by Skyblock.

Spetstekhleasing indirectly owns 0.002% of the outstanding equity interests in Yakutugol and may therefore be deemed to share beneficial ownership of 260 Common Shares held of record by Yakutugol.

Consequently, the Reporting Persons may be deemed to be a “group” within the meaning of Section 13(d) of the Act and Rule 13d-5(b)(1) promulgated thereunder with respect to their holdings of Common Shares.

In late August 2021 Coalmetbank sold to BASK MED, BASK MED Region and Swan Agency Ltd. 26,270 Common Shares, 70,650 Common Shares and 25,250 Common Shares respectively at the market price.

In late August 2021 BASK sold to Met Shipping Pte. Ltd. 194,500 Common Shares at the market price.

In late August 2021 BASK MED sold to Met Shipping Pte. Ltd. 24,155 Common Shares at the market price.

 

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In the beginning of September 2021 Mrs. Zyuzina acquired 158,227 Common Shares from Coalmetbank at the market price.

As a result of the relationships and shareholdings described above, the Reporting Persons may be deemed to beneficially own Common Shares as of today as follows:

 

Reporting Person

   Number of Common
Shares Beneficially Owned
     Percentage of
Common Shares
 

Mr. Zyuzin

     126,877,843        30.48

BASK

     5,265,505        1.26

BASK-MED

     243,086        0.06

BASK-MED Region

     142,379        0.03

Coalmetbank

     919,931        0.22

Spetstekhleasing

     10,277        0.002

Skyblock

     690,561        0.17

Yakutugol

     10,804,058        2.60

Mrs. Zyuzina

     81,890,463        19.67

MetHol

     90,227,933        21.68

(c) Not applicable.

(d) Not applicable.

(e) Not applicable.

 

Item 6.

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

None of the Reporting Persons or, to the best knowledge of the Reporting Persons, the other persons named in Item 2, is a party to any contract, arrangement, understanding or relationship (legal or otherwise) with respect to any securities of the Issuer, including but not limited to the transfer or voting of any securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, except the arrangements and relationships described in Item 5 above.

 

Item 7.

Material to be Filed as Exhibits

 

Exhibit No.   

Description

1    Joint Filing Agreement

 

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: September 16, 2021

 

IGOR V. ZYUZIN
 

/s/ Igor V. Zyuzin

IRINA V. ZYUZINA
 

/s/ Irina V. Zyuzina

METHOL OOO
By:  

/s/ Tatyana Ifutina

Name:   Tatyana Ifutina
Title:   General Director
JSC IC BASK
By:  

/s/ Rimma Chmaro

Name:   Rimma Chmaro
Title:   General Director
OOO BASK-MED
By:  

/s/ Elena Markshtaler

Name:   Elena Markshtaler
Title:   General Director
OOO BASK-MED Region
By:  

/s/ Elena Markshtaler

Name:   Elena Markshtaler
Title:   General Director
JSC COALMETBANK
By:  

/s/ Tatyana Bessmertnykh

Name:   Tatyana Bessmertnykh
Title:   Chairman of the Board
SKYBLOCK LIMITED
By:  

/s/ Elena Rogova

Name:   Elena Rogova
Title:   Director

 

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SPETSTEKHLEASING OOO
By:  

/s/ Elvira Safiullina

Name:   Elvira Safiullina
Title:   Director
JSHC Yakutugol
By:  

/s/ Andrey Pazinach

Name:   Andrey Pazinach
Title:  

General Director of

Mechel-Mining Management Company OOO

 

19


EXHIBIT INDEX

 

Exhibit No.   

Description

1    Joint Filing Agreement

 

20


EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the Common Shares and ADSs of Mechel PAO, and further agree that this Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

In evidence thereof the undersigned, being duly authorized, hereby execute this agreement on September 16, 2021.

 

IGOR V. ZYUZIN
 

/s/ Igor V. Zyuzin

IRINA V. ZYUZINA
 

/s/ Irina V. Zyuzina

METHOL OOO
By:  

/s/ Tatyana Ifutina

Name:   Tatyana Ifutina
Title:   General Director
JSC IC BASK
By:  

/s/ Rimma Chmaro

Name:   Rimma Chmaro
Title:   General Director
OOO BASK-MED
By:  

/s/ Elena Markshtaler

Name:   Elena Markshtaler
Title:   General Director
OOO BASK-MED Region
By:  

/s/ Elena Markshtaler

Name:   Elena Markshtaler
Title:   General Director
JSC COALMETBANK

 

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By:  

/s/ Tatyana Bessmertnykh

Name:   Tatyana Bessmertnykh
Title:   Chairman of the Board
SKYBLOCK LIMITED
By:  

/s/ Elena Rogova

Name:   Elena Rogova
Title:   Director
SPETSTEKHLEASING OOO
By:  

/s/ Elvira Safiullina

Name:   Elvira Safiullina
Title:   Director
JSHC Yakutugol
By:  

/s/ Andrey Pazinach

Name:   Andrey Pazinach
Title:   General Director of Mechel-Mining Management Company OOO

 

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