hitp://www.sec.gow/Archives/edgar/data/1513845/000104746911004187. F-1 1 a2203514zf-1.htm F-1 Use these links to rapidly review the document TABLE OF CONTENTS YANDEX N.V. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents n on April 28, 2011. As filed with the Securities and Exchange Commis: Registration no. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSIO! Washington, D.C. 20549 Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 YANDEX N. rant as Specified in Its Charter) (Exact Name of Re NIA (Translation of Registrant’s Name into English) The Netherlands 7370 Not applicable (State or Other Jurisdiction of (Primary Standard Industrial (LRS. Employer Incorporation or Classification Code Number) Identification Number) Organization) Laan Copes van Cattenburch 52 ‘The Hague, the Netherlands, 2585 GB; Tel: +31-70-3454700 (Address, Including ZIP Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Yandex Ine. 299 S, California Ave, Suite 200 Palo Alto, CA 94306, USA; Tel: 1-650-838-0880 (Name, Address, Including ZIP Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: 1 of 436 (4/30/2011 7:41 PM‘Trisha Johnson, Esq. imothy J. Corbett, Esq. WilmerHale 10 Noble Street London EC2V 7Q) United Kingdom $44.20 7645 2400 hitp://www.sec.gow/Archives/edgar/data/1513845/000104746911004187. Nigel D. J. Wilson, Esq. Davis Polk & Wardwell LLP 99 Gresham Street London EC2V 7NG United Kingdom 44 20 7418 1300 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. any of the s urities being registered on thi Form are to be off ed on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. 0 If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 0 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. © If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statem« for the same offering. 0 ¢ number of the earlier effective registration statement CALCULATION OF REGISTRATION FEE Proposed Maximum Aggregate Amount of Title of Each Class of Securities Offering Registration To he Registered Price(1)(2) Fee(3) Class A shares, par value €0.01 per share $1,000,000,000__ $116,100 Estimated solely for the purpose of determining the amount of registration fee in accordany with Rule 457(a) Includes Class A shares initially offered and sold outside the United States in reliance on Regulation $ under the Securities Act of 1933 that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public; these Class A shares are not being registered for the purpose of sales outside the United States. Also includes Class A shares that may be purchased by the underwriters wo under the Securities Act of 1933. @ pursuant to an over-allotment option. @) 2 of 436 (4/30/2011 7:41 PMhitp://www.sec.gow/Archives/edgar/data/1513845/000104746911004187. Calculated pursuant to Rule 457(0) based on an estimate of the proposed maximum aggregate offering price. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. 3 of 436 (4/30/2011 7:41 PM