SEC Form SC 13G filed by Yatra Online Inc.

1

NAME OF REPORTING PERSON

Red Beard Holdings, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

5

SOLE VOTING POWER

0

NUMBER OF

SHARES

BENEFICIALLY

6

SHARED VOTING POWER

4,400 (1)

OWNED BY

EACH

REPORTING

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

4,400 (1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,400 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than 1%

12

TYPE OF REPORTING PERSON

OO (LLC)

(1)

Mr. Smith is the Manager of Red Beard Holdings, LLC, and therefore may be deemed to have beneficial ownership of the shares reported herein.

1

NAME OF REPORTING PERSON

VCS Master Holdings GP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

5

SOLE VOTING POWER

0

NUMBER OF

SHARES

BENEFICIALLY

6

SHARED VOTING POWER

124,000 (1)

OWNED BY

EACH

REPORTING

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

124,000 (1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

124,000 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than 1%

12

TYPE OF REPORTING PERSON

PN

(1)

Mr. Smith is the settlor of all the trusts that are the partners of VCS Master Holdings GP, and may be deemed to be the beneficial owner of 124,000 shares. 

1

NAME OF REPORTING PERSON

LB 2, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

California

5

SOLE VOTING POWER

0

NUMBER OF

SHARES

BENEFICIALLY

6

SHARED VOTING POWER

2,900 (1)

OWNED BY

EACH

REPORTING

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,900 (1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,900 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than 1%

12

TYPE OF REPORTING PERSON

OO (LLC)

(1)

Mr. Smith is the Manager of LB 2, LLC, and therefore may be deemed to have beneficial ownership of the shares reported herein.

1

NAME OF REPORTING PERSON

Vincent Smith

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

5

SOLE VOTING POWER

2,979,395 (1)

NUMBER OF

SHARES

BENEFICIALLY

6

SHARED VOTING POWER

131,300 (2)

OWNED BY

EACH

REPORTING

7

SOLE DISPOSITIVE POWER

2,979,395 (1)

8

SHARED DISPOSITIVE POWER

131,300 (2)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,110,695

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.1%

12

TYPE OF REPORTING PERSON

IN

(1)

Includes (i) 72,000 shares held by The Vincent C. Smith, JR. Annuity Trust 2010-1, of which Mr. Smith is Trustee; (ii) 35,075 shares held by The Vincent C. Smith, JR. Annuity Trust 2011-1, of which Mr. Smith is Trustee; and (iii) 2,872,320 shares held by Mr. Smith directly.

(2)

Includes (i) 4,400 shares held by Red Beard Holdings, LLC; (ii) 124,000 shares held by VCS Master Holdings GP; and (iii) 2,900 shares held by LB 2, LLC. Mr. Smith is the Manager of each of Red Beard Holdings, LLC and LB 2, LLC, and therefore may be deemed to have beneficial ownership of the shares reported herein. Mr. Smith is the settlor of all the trusts that are partners of VCS Master Holdings GP, and may be deemed to have beneficial ownership of the shares reported herein.

Item 1.

(a) Name Of Issuer

Yatra Online, Inc. (the “Issuer”)

(b) Address Of Issuer's Principal Executive Offices

1101 03, 11th Floor, Tower B

Unitech Cyber Park

Sector 39, Gurgaon, Haryana 122002

India

Item 2.

(a) Name Of Person Filing

This Statement is filed on behalf of each of the following:

(i)         Red Beard Holdings, LLC, a limited liability company organized under the laws of Delaware (“Red Beard”);

(ii)       VCS Master Holdings GP, a Delaware General Partnership (“VCS”);

(iii)      LB2, LLC, a limited liability company organized under the laws of California ("LB 2"); and

(iv)      Vincent C. Smith, an individual ("Mr. Smith", and together with Red Beard, VCS and LB2, the "Reporting Persons").

Mr. Smith is the Manager of each of Red Beard and LB 2, and has the sole right to vote and dispose of the securities held by each of Red Beard and LB 2. Mr Smith is the settlor of all the trusts that are the partners of VCS, and may be deemed to be the beneficial owner of the securities held by VCS.

(b) Address Of Principal Business Office Or, If None, Residence

The mailing address for each of the Reporting Persons is 17595 Harvard Avenue, Suite C511, Irvine, California 92614.

(c) Citizenship

(i)         Red Beard is a limited liability company organized under the laws of Delaware;

(ii)       VCS is a general partnership organized under the laws of Delaware;

(iii)      LB2 is a limited liability company organized under the laws of California; and

(iv)      Mr. Smith is a citizen of the United States of America.

(d) Title of Class of Securities:

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

(e) CUSIP Number:

G98338109

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

☐

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);

(b)

☐

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

☐

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

☐

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)

☐

An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);

(f)

☐

An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);

(g)

☐

A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);

(h)

☐

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

☐

A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);

(k)

☐

Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

(a) Amount beneficially owned: 

As of April 4, 2023:

(i)         Red Beard beneficially owns an aggregate of 4,400 shares;

(ii)        VCS beneficially owns an aggregate of 124,000 shares;

(iii)       LB2 beneficially owns an aggregate of 2,900 shares; and

(iv)       Mr. Smith may be deemed to be the beneficial owner of an aggregate of 3,110,695 shares, including the shares held by each of Red Beard and LB 2, VCS, 72,000 shares held by The Vincent C. Smith, JR. Annuity Trust 2010-1, of which Mr. Smith is Trustee, 35,075 shares held by The Vincent C. Smith, JR. Annuity Trust 2011-1, of which Mr. Smith is Trustee, and 2,872,320 shares held directly.

(b) Percent of class: 

The percentage of shares beneficially owned by the Reporting Persons below is based upon 63,505,389 shares of the Issuer's Ordinary Shares outstanding as of December 31, 2022, as set forth in Exhibit 99.1 to the Issuer's Current Report on Form 6-K filed with the Securities and Exchange Commission on March 28, 2023:

(i)         Red Beard – less than 1%;

(ii)        VCS –  less than 1%

(iii)       LB2 – less than 1%;

(iv)       Mr. Smith – 5.1%

(c) Number of shares as to which the person has:

(i)         Sole power to vote or to direct the vote:

Red Beard: 0

VCS: 0

LB2: 0

Mr. Smith: 2,979,395

(ii)        Shared power to vote or to direct the vote

Red Beard: 4,400

VCS: 124,000

LB2: 2,900

Mr. Smith: 131,300

(iii)       Sole power to dispose or to direct the disposition of

Red Beard: 0

VCS: 0

LB2: 0

Mr. Smith: 2,979,395

(iv)       Shared power to dispose or to direct the disposition of

Red Beard: 4,400

VCS: 124,000

LB2: 2,900

Mr. Smith: 131,300

Item 5.

Ownership of Five Percent or Less of a Class:

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 ☐.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person:

N/A

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

N/A

Item 8.

Identification and Classification of Members of the Group:

N/A

Item 9.

Notice of Dissolution of a Group:

N/A

Item 10.

Certification:

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, other than activities solely in connection with a nomination under § 240.14a-11.

Date: April 4, 2023

Red Beard Holdings, LLC

By:

/s/ Vincent C. Smith

Vincent C. Smith

Title: Manager

VCS Master Holdings GP

By:

/s/ Jerry Rickmeyer

Jerry Rickmeyer

Title: Trustee & Partner

LB 2, LLC

By:

/s/ Vincent C. Smith

Vincent C. Smith

Title: Manager

Vincent Smith

/s/ Vincent C. Smith

Vincent C. Smith