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1
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NAMES OF REPORTING PERSONS.
President and Fellows of Harvard College
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Massachusetts
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
416,675
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
416,675
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
416,675
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12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
4.73%
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14
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TYPE OF REPORTING
PERSON
EP
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Item 1. Security and Issuer.
This statement on Schedule 13D relates to the shares of Class A Common Stock, $0.001 par value (the Common Stock), of
KAYAK Software Corporation, a Delaware corporation (the Issuer), which has its principal executive offices at 55 North Water Street, Suite 1, Norwalk, CT 06854.
Item 2. Identity and Background.
This statement is filed by President
and Fellows of Harvard College (Harvard), a Massachusetts educational corporation. The principal executive offices of Harvard are located at c/o Harvard Management Company, Inc., 600 Atlantic Avenue, Boston, Massachusetts 02210.
Harvards investment activities are carried on from the offices of Harvard Management Company, Inc. at 600 Atlantic Avenue, Boston, Massachusetts 02210.
Information relating to each of the President, the Fellows and the executive officers of Harvard is contained in Exhibit A attached hereto and incorporated herein by reference. Each of the President, the
Fellows and the executive officers of Harvard is a citizen of the Untied States of America.
None of Harvard or, to the best
of Harvards knowledge or belief, any of the persons listed in Exhibit A has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Neither Harvard, nor to the best of
Harvards knowledge and belief, any of the persons listed in Exhibit A has, during the past five years, been 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.
Item 3. Source and Amount of Funds or Other Consideration.
Beneficial ownership of the Common Stock of the Issuer to which this statement relates was acquired by Harvard with Harvards general funds.
Item 4. Purpose of Transaction.
This Amendment No. 2 to
Harvards Schedule 13D filing is occasioned by the change in Harvards percentage ownership of the Common Stock described in Item 5 below.
Harvard acquired the Common Stock in the ordinary course of its endowment investing for the purpose of maximizing the risk-adjusted investment return on its endowment funds and other long-term investment
assets. Except as described in previous filings on Schedule 13D, Harvard does not have any plans or proposals which relate to or would result in any of the actions set forth in parts (a) through (j) of Item 4.
Item 5. Interest in Securities of the Issuer.
(a), (b) Harvard is the beneficial owner of 416,675 shares of Common Stock (approximately 4.73% of the shares of the Issuers
issued and outstanding Common Stock based on the most recent filing of the Issuer with the SEC).
Harvard has sole power to
vote and sole power to dispose of such shares to which this statement relates.
(c) Since its most recent filing on Schedule
13D, Harvard has not bought or sold shares of Common Stock of the Issuer.
(d) Not applicable.
(e) March 29, 2013.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Except as described in previous filings on Schedule 13D, Item 6 is not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit A
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Information concerning the President, the Fellows and the executive officers of Harvard.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Date: April 3, 2013
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PRESIDENT AND FELLOWS OF HARVARD COLLEGE
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By:
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/s/ Kathryn I. Murtagh
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Name:
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Kathryn I. Murtagh
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Title:
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Authorized Signatory
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Exhibit Index
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Exhibit
Number
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Description
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A
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Information concerning the President, the Fellows and the executive officers of Harvard
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Exhibit A
DIRECTORS AND EXECUTIVE OFFICERS
The names of the President, the Fellows and the executive
officers of Harvard and their business addresses and present principal occupation or employment are set forth below. If no business address is given, the business address of such director or executive officer is c/o Harvard Management Company, Inc.,
600 Atlantic Avenue, Boston, Massachusetts 02210.
PRESIDENT, FELLOWS AND EXECUTIVE OFFICERS OF HARVARD COLLEGE
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Name
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Office/Position
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Drew Gilpin Faust
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President
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James F. Rothenberg
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Treasurer
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Mark Goodheart
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Secretary
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Lawrence S. Bacow
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Fellow
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Paul J. Finnegan
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Fellow
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Susan L. Graham
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Fellow
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Nannerl O. Keohane
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Fellow
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William F. Lee
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Fellow
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Jessica T. Matthews
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Fellow
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Joseph J. ODonnell
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Fellow
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Robert D. Reischauer
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Fellow
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James F. Rothenberg
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Fellow
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Robert E. Rubin
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Fellow
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Theodore V. Wells Jr.
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Fellow
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