United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
GDEV Inc.
(Name of Issuer)
Ordinary shares, no par value per share
(Title of Class of Securities)
G6529J100
(CUSIP Number)
January 23, 2024
(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) |
| x | Rule 13d-1(d) |
* 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 the disclosures provided in a prior cover page.
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).
| CUSIP No. 90539J109 | Schedule 13G | Page 1 of 4 |
| 1 | Names of Reporting Persons
Boris Gertsovskiy
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
Israel and Russian Federation
| |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
29,790,076
|
| 6 | Shared Voting Power
0
| |
| 7 | Sole Dispositive Power
29,790,076
| |
| 8 | Shared Dispositive Power
0
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
29,790,076
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
16.4%
|
| 12 | Type of Reporting Person
IN
|
| ITEM 1. | (a) | Name of Issuer: |
GDEV Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
55, Griva Digeni, 3101, Limassol, Cyprus.
| ITEM 2. | (a) | Name of Person Filing: |
This statement is filed on behalf of Boris Gertsovskiy (the “Reporting Person”).
| (b) | Address or Principal Business Office: |
The business address of the Reporting Person is 55, Griva Digeni, 3101, Limassol, Cyprus.
| (c) | Citizenship of each Reporting Person is: |
The Reporting Person is a citizen of Israel and the Russian Federation.
| (d) | Title of Class of Securities: |
Ordinary shares, no par value per share (“Ordinary Shares”).
| (e) | CUSIP Number: |
G6529J100
| ITEM 3. |
Not applicable.
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Ordinary Shares of the Issuer as of January 23, 2024, based upon 181,207,214 Ordinary Shares outstanding as of January 23, 2024, as provided by the Issuer.
(a) Amount beneficially owned:
The Reporting Person is the record holder of 29,790,076 Ordinary Shares..
(b) Percent of class: 16.4%
(c) Number of shares as to which the person has:
| (i) | Sole power to vote or to direct the vote: 29,790,076 |
| (ii) | Shared power to vote or direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 29,790,076 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
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.
Date: February 12, 2024
| Boris Gertsovskiy | |
| /s/ Boris Gertsovskiy |