Amendment: SEC Form SCHEDULE 13D/A filed by Joint Stock Company Kaspi.kz
$KSPI
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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D-MARKET Electronic Services & Trading (Name of Issuer) |
Ordinary Shares, nominal value TRY 0.20 per share (Title of Class of Securities) |
23292B104 (CUSIP Number) |
David Ferguson 154A Nauryzbai Batyr Street, Almaty, 1P, 050013 7 727 3306710 Copy to: Era Anagnosti DLA Piper LLP (US), 500 8th Street, N.W. Washington, DC, 20004 (202) 799-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/17/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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 (“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).
SCHEDULE 13D
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| CUSIP No. | 23292B104 |
| 1 |
Name of reporting person
Joint Stock Company Kaspi.kz | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
KAZAKSTAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
223,246,220.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
69.46 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, nominal value TRY 0.20 per share | |
| (b) | Name of Issuer:
D-MARKET Electronic Services & Trading | |
| (c) | Address of Issuer's Principal Executive Offices:
KUSTEPE MAHALLESI MECIDIYEKOY YOLU, Caddesi NO: 12 TRUMP TOWERS KULE 2 K2, Sisli Istanbul,
TURKEY
, 34387. | |
Item 1 Comment:
This Amendment No. 3 (this "Amendment No. 3") amends and supplements the Schedule 13D originally filed by Joint Stock Company Kaspi.kz, a joint stock company incorporated under the laws of Kazakhstan (the "Reporting Person"), with the Securities and Exchange Commission (the "SEC") on February 5, 2025 (the "Schedule 13D"), as amended by Amendment No. 1 to the Schedule 13D filed by the Reporting Person with the SEC on July 30, 2025 ("Amendment No. 1") and Amendment No. 2 to the Schedule 13D filed by the Reporting Person with the SEC on November 13, 2025 ("Amendment No. 2" and, together with the Schedule 13D and Amendment No. 1, the "Schedule 13D, as amended"), relating to the ordinary shares, nominal value TRY 0.20 per share (the "Ordinary Shares") of D-MARKET Electronic Services & Trading (the "Issuer"). Except as specifically provided herein, this Amendment No. 3 does not modify or amend any of the information previously reported on the Schedule 13D, as amended. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D, as amended. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The disclosure in Item 3 of the Schedule 13D, as amended, is hereby supplemented by adding the following:
On November 17, 2025, the Reporting Person acquired 10,000,000 Ordinary Shares of the Issuer pursuant to the 2025 Stock Purchase Agreement previously reported on Amendment No. 2 for an aggregate purchase price of USD 29,500,000. | ||
| Item 4. | Purpose of Transaction | |
The disclosure in Item 4 of the Schedule 13D, as amended, is hereby supplemented to incorporate the supplemental disclosure set forth in Item 3 of this Amendment No. 3. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date of this Amendment No. 3, the Reporting Person beneficially owns 223,246,220 Ordinary Shares of the Issuer, representing 69.46% of the total outstanding Ordinary Shares.(1)
(1) The percentage ownership is based on 321,382,906 Ordinary Shares as reported on the Issuer's Form 20-F filed with the Securities and Exchange Commission on April 30, 2025.
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| (b) | As of the date of this Amendment No. 3, the Reporting Person beneficially owns 223,246,220 Ordinary Shares of the Issuer, representing 69.46%(1) of the total outstanding Ordinary Shares, as set forth below:
Sole power to vote or direct the vote of: 223,246,220
Shared power to vote or to direct the vote of: 0
Sole power to dispose of or to direct the disposition of: 223,246,220
Shared power to dispose of or to direct the disposition of: 0
(1) The percentage ownership is based on 321,382,906 Ordinary Shares as reported on the Issuer's Form 20-F filed with the Securities and Exchange Commission on April 30, 2025. | |
| (c) | The information set forth in Item 3 and Item 4 of this Amendment No. 3 is incorporated by reference into this Item 5(c). | |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Ordinary Shares beneficially owned by the Reporting Person, other than as described herein. | |
| (e) | Not applicable. | |
| 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.
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