Securities and Exchange Commission

Washington, D.C. 20549

 

 

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

 

KAYAK Software Corporation

(Name of Issuer)

 

 

 

Class A Common Stock, $0.001 par value

(Title of Class of Securities)

 

486577109

(CUSIP Number)

 

Kathryn I. Murtagh

Harvard Management Company, Inc.

600 Atlantic Avenue

Boston, MA 02210

(617) 523-4400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

March 29, 2013

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ¨

 

 

 


CUSIP No. 486577109  

 

  1   

NAMES OF REPORTING PERSONS.

 

President and Fellows of Harvard College

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   ¨         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    WC

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Massachusetts

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    416,675

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    416,675

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    416,675

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    4.73%

14

 

TYPE OF REPORTING PERSON

 

    EP

 


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. Harvard’s 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 Harvard’s 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 Harvard’s 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 Harvard’s general funds.

Item 4. Purpose of Transaction.

This Amendment No. 2 to Harvard’s Schedule 13D filing is occasioned by the change in Harvard’s 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 Issuer’s 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 Information concerning the President, the Fellows and the executive officers of Harvard.


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.

 

Date: April 3, 2013     PRESIDENT AND FELLOWS OF HARVARD COLLEGE
    By:  

/s/ Kathryn I. Murtagh

      Name:   Kathryn I. Murtagh
      Title:   Authorized Signatory


Exhibit Index

 

Exhibit
Number

  

Description

A    Information concerning the President, the Fellows and the executive officers of Harvard


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

 

Name

  

Office/Position

Drew Gilpin Faust

   President

James F. Rothenberg

   Treasurer

Mark Goodheart

   Secretary

Lawrence S. Bacow

   Fellow

Paul J. Finnegan

   Fellow

Susan L. Graham

   Fellow

Nannerl O. Keohane

   Fellow

William F. Lee

   Fellow

Jessica T. Matthews

   Fellow

Joseph J. O’Donnell

   Fellow

Robert D. Reischauer

   Fellow

James F. Rothenberg

   Fellow

Robert E. Rubin

   Fellow

Theodore V. Wells Jr.

   Fellow
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