MTL Mechel PAO

CUSIP No. RU000A0DKXV5; 583840103

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CUSIP No. RU000A0DKXV5; 583840103

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CUSIP No. RU000A0DKXV5

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CUSIP No. RU000A0DKXV5; 583840103

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CUSIP No. RU000A0DKXV5; 583840103

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CUSIP No. RU000A0DKXV5; 583840103

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CUSIP No. RU000A0DKXV5; 583840103

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CUSIP No. RU000A0DKXV5; 583840103

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CUSIP No. RU000A0DKXV5; 583840103

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CUSIP No. RU000A0DKXV5; 583840103

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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, August 03, 2021,September 16, 2021, October 07, 2021and November 12, 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.

(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. Mr. Zyuzin and Mrs. Zyuzina own respectively 33% and 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:

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:

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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:

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:

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:

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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 33.78% 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:

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:

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 33.78% 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:

(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.

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

The Reporting Persons beneficially own 68.80% 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.

(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 September 30, 2021

As of today, the Reporting Persons beneficially own 68.80% of the Common Shares.

Mr. Zyuzin is the record owner of 110,237,310 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 4,922,017 Common Shares, which represent 1.18% 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 816,357 Common Shares, which represent 0.20% 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 77,799 Common Shares held of record by Coalmetbank.

Mr. Zyuzin indirectly owns 33.78% 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 33.78% 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.

Mr. Zyuzin owns 33% 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 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.

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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.

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 48,190 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 753,918 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 18.87% 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 18.87% 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 56,410 Common Shares held of record by Coalmetbank.

BASK indirectly owns 1.20% of the outstanding equity interests in Skyblock and may therefore be deemed to share beneficial ownership of 8,307 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 1.20% of the outstanding equity interests in Yakutugol and may therefore be deemed to share beneficial ownership of 129,958 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 0.20% of the outstanding equity interests in Skyblock and may therefore be deemed to share beneficial ownership of 1,354 Common Shares held of record by Skyblock.

Coalmetbank indirectly owns 0.20% of the outstanding equity interests in Yakutugol and may therefore be deemed to share beneficial ownership of 21,188 Common 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 December 2021 BASK sold to Mr. Zyuzin and Met Shipping Pte. Ltd. 48 Common Shares and 67,140 Common Shares respectively, at the market price.

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In December 2021 Kirill I. Zyuzin gifted 33% of the outstanding equity interest in MetHol to Mr. Zyuzin, which was registered with the Unified State Register of Legal Entities on the 17^th of December 2021, for family reasons and for no consideration.

In December 2021 Mr. Zyuzin acquired 19 Common Shares on the Moscow Stock Exchange.

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:

(c) Not applicable.

(d) Not applicable.

(e) Not applicable.

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.

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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: December 22, 2021

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EXHIBIT INDEX

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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 December 22, 2021.

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