Form SC 13G/A Yatra Online, Inc. Filed by: MACQUARIE GROUP LTD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Yatra Online, Inc.

(Name of Issuer)

Ordinary Shares, Par Value $0.0001 Per Share

(Title of Class of Securities)

G98338109

(CUSIP Number)

December 31, 2021

(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 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).

Item 1.

Yatra Online, Inc. (the “Issuer”)

Gulf Adiba, Plot No. 272, 4th Floor, Udyog Vihar, Phase-II, Sector-20

Gurugram-122008, Haryana, India

Item 2.

This Schedule 13G is jointly filed by Macquarie Group Limited, Macquarie Corporate Holdings Pty. Limited and MIHI LLC (collectively, the “Reporting Persons”).

The principal business address of Macquarie Group Limited is 50 Martin Place Sydney, New South Wales, Australia.

The principal business address of Macquarie Corporate Holdings Pty. Limited is Level 6, 50 Martin Place, Sydney NSW 2000, Australia.

The principal business address of MIHI LLC is 125 West 55th Street, New York, NY 10019.

Macquarie Group Limited is an Australian corporation.

Macquarie Corporate Holdings Pty. Limited is a Sydney, New South Wales, Australia corporation.

MIHI LLC is a limited liability company formed in the State of Delaware.

Ordinary Shares, par value $0.0001 per share (“Ordinary Shares”)

G98338109

Not applicable

Item 4. Ownership.

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

As of the date hereof, Macquarie Corporate Holdings Pty. Limited owns warrants to purchase 46,458 shares of the Issuer’s Ordinary Shares, representing an aggregate of 0.1% of the 57,658,361 total Ordinary Shares issued and outstanding as of March 31, 2021, as reported in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on July 29, 2021. Macquarie Group Limited is the ultimate indirect parent of Macquarie Corporate Holdings Pty. Limited and may be deemed to beneficially own the Issuer’s securities held thereby.

As of the date hereof, MIHI LLC owns 341,412 shares of the Issuer’s Ordinary Shares, representing an aggregate of 0.6% of the 57,658,361 total Ordinary Shares issued and outstanding as of March 31, 2021. Macquarie Group Limited is the ultimate indirect parent of MIHI LLC and may be deemed to beneficially own the Issuer’s securities held thereby.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒

Not applicable

Not applicable

Not applicable

Not applicable

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

Dated: February 10, 2022