MTL Mechel PAO

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 on December 11, 2014 (the “Original Schedule 13D”), as amended and restated on May 12, 2016, October 19, 2017, November 1, 2018, December 6, 2018, December 12, 2018, March 5, 2019, September 30, 2019, October 24, 2019, November 27, 2019, December 31, 2019, February 10, 2020, March 18, 2020, April 07, 2020, October 27, 2020, January 27, 2021, February 09, 2021, April 19, 2021, May 21, 2021, June 01, 2021, August 03, 20211, September 16, 2021, October 7, 2021, November 12, 2021 and December 22, 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, 125167, Moscow, Russian Federation.

(a) - (c) and (f). This Schedule 13D is filed by Ksenia I. Zyuzina, a natural person and a citizen of the Russian Federation (“Ms. Zyuzina”); MetHol OOO, a limited liability company organized under the laws of the Russian Federation (“MetHol”), Swan Agency Ltd., a company limited by shares organized under the laws of the British Virgin Islands (“Swan”), Roderika Limited, a limited liability company organized under the laws of the Republic of Cyprus (“Roderika”), JSC COALMETBANK, joint-stock company organized under the laws of Russian Federation (“Coalmetbank”), MET SHIPPING PTE. LTD., exempt private company limited by shares organized under the laws of the Republic of Singapore (“Met Shipping”), Skyblock Limited, limited liability company organized under laws of the Republic of Cyprus (“Skyblock”) and YAKUTUGOL JSHC, joint-stock holding company organized under the laws of the Russian Federation (“Yakutugol”) (collectively, the “Reporting Persons”).

Ms. Zyuzina is a Manager at Roderika Limited. Ms. Zyuzina’s principal address is at Apt. 13, 1st floor, ESTIA BUILDING, 49 Alexander the Great street, 3041 Limassol, Cyprus.

MetHol is a limited liability company organized under the laws of the Russian Federation which principal business is to make private investments. Ms. Zyuzina owns 33% of the outstanding equity interests in MetHol. The principal business office address of MetHol is Krasnoarmeyskaya str., 1, 125167, Moscow, Russian Federation. The names of the executive officer and director of MetHol, their addresses, citizenship and principal occupations are as follows:

Swan is a company limited by shares organized under the laws of the British Virgin Islands which principal business is to make private investments. Ms. Zyuzina owns all the outstanding equity interests in Swan. The principal business office address of Swan is Nerine Chambers, P.O. Box 905, Road Town, Tortola, British Virgin Islands. The names of the executive officers and directors of Swan, their addresses, citizenship and principal occupations are as follows:

Roderika is a limited liability company organized under the laws of the Republic of Cyprus whose principal business is to make private investments. Ms. Zyuzina owns all the outstanding equity interests in Roderika. The principal business office address of Roderika is Theklas A. Lysioti, KIRZIS CENTER, BLOCK A, 3rd Floor, Flat/Office A31, 3030, Limassol, Cyprus. The names of the executive officers and directors of Roderika, their addresses, citizenship and principal occupations are as follows:

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Coalmetbank is a joint-stock company organized under the laws of the Russian Federation which principal business is to make private investments. Ms. Zyuzina indirectly owns 29.51% of the outstanding equity interests in Coalmetbank as she owns 33% of the outstanding equity interests in MetHol and MetHol owns 89.43% 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:

Met Shipping is an exempt private company limited by shares organized under the laws of the Republic of Singapore which principal business is ship brokering service. Ms. Zyuzina owns all the outstanding equity interests in Met Shipping. The principal business office address of Met Shipping is 8 Temasek Boulevard #42, Suntec Tower Three, 038988, Singapore. The names of the executive officers and directors of Met Shipping, their addresses, citizenship and principal occupations are as follows:

Skyblock is a limited liability company organized under the laws of the Republic of Cyprus whose principal business is to make private investments. Ms. Zyuzina indirectly owns 7.89% 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:

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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. Ms. Zyuzina indirectly owns 7.89% 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.

Igor V. Zyuzin (“Mr. Zyuzin”) gifted 33% of the outstanding equity interest in MetHol to Ms. Zyuzina for family reasons for no consideration. Mr. Zyuzin co-founded the Issuer in 2003 and has maintained a significant stake in the Issuer since then.

Ms. Zyuzina beneficially owns approximately 20.76% 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, Ms. Zyuzina has no power individually to control matters to be decided by vote at a shareholders’ meeting and cannot control the appointment of the majority of directors and the removal of all of the elected directors.

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.

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 December 31, 2021.

Ms. Zyuzina is the record owner of 330 Common Shares, which represent 0.0001% of Common Shares, MetHol is the record owner of 77,766,558 Common Shares, which represent 18.68% of Common Shares, Swan is the record owner of 3,492,362 Common Shares, which represent 0.84% of Common Shares, Roderika is the record owner of 2,050,989 Common Shares, which represent 0.49% of Common Shares, Coalmetbank is the record owner of 817,515 Common Shares, which represent 0.20% of Common Shares, Met Shipping is the record owner of 1,395,589 Common Shares, which represent 0.34% of Common Shares, Skyblock is the record owner of 690,561 of Common Shares, which represent 0.17% of Common Shares and Yakutugol is the record owner of 10,804,058 Common Shares, which represent 2.60% of Common Shares.

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Ms. Zyuzina 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.

Ms. Zyuzina owns all of the outstanding equity interests in Swan, and, therefore, beneficially owns all Common Shares owned by Swan.

Ms. Zyuzina owns all of the outstanding equity interests in Roderika, and, therefore, beneficially owns all Common Shares owned by Roderika.

Ms. Zyuzina owns all of the outstanding equity interests in Met Shipping, and, therefore, beneficially owns all Common Shares owned by Met Shipping.

Ms. Zyuzina indirectly owns 29.51% of the outstanding equity interests in Coalmetbank and may be deemed to share beneficial ownership of Common Shares held of record by Coalmetbank.

Ms. Zyuzina indirectly owns 7.89% of the outstanding equity interests in Skyblock and may be deemed to share beneficial ownership of 54,485 Common Shares held of record by Skyblock.

Ms. Zyuzina indirectly owns 7.89% of the outstanding equity interests in Yakutugol and may be deemed to share beneficial ownership of 852,433 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 18.86%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 18.86% of the outstanding equity interests in Yakutugol and may therefore be deemed to share beneficial ownership of 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 1,356 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 21,218 Common Shares held of record by Yakutugol.

Swan indirectly owns 0.84% of the outstanding equity interests in Skyblock and may therefore be deemed to share beneficial ownership of 5,794 Common Shares held of record by Skyblock.

Swan indirectly owns 0.84% of the outstanding equity interests in Yakutugol and may therefore be deemed to share beneficial ownership of 90,642 Common Shares held of record by Yakutugol.

Roderika indirectly owns 0.49% of the outstanding equity interests in Skyblock and may therefore be deemed to share beneficial ownership of 3,402 Common Shares held of record by Skyblock.

Roderika indirectly owns 0.49% of the outstanding equity interests in Yakutugol and may therefore be deemed to share beneficial ownership of 53,233 Common Shares held of record by Yakutugol.

Met Shipping indirectly owns 0.34% of the outstanding equity interests in Skyblock and may therefore be deemed to share beneficial ownership of 2,315 Common Shares held of record by Skyblock.

Met Shipping indirectly owns 0.34% of the outstanding equity interests in Yakutugol and may therefore be deemed to share beneficial ownership of 36,222 Common Shares held of record by Yakutugol.

At the end of December 2021 MetHol sold to Colametbank 71,545 Common Shares at the market price.

At the end of December 2021 Coalmetbank sold to Roderika Limited 70,387 Common Shares at the market price.

In January 2022 Swan acquired 29,000 Common Shares from Met Shipping at the market price.

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:

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(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: February 10, 2022

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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 February 10, 2022.

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