Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Arco Platform Limited |
| (Name of Issuer) |
Class A common shares, par value $0.00005 per share |
| (Title of Class of Securities) |
G04553106 |
| (CUSIP Number) |
| Michael Gosk c/o General Atlantic Service Company, L.P. 55 East 52nd Street, 33rd Floor New York, New York 10055 (212) 715-4000 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
December 7, 2023 |
| (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. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G04553106 | SCHEDULE 13D | Page 2 of 21 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 3 of 21 |
| 1 |
NAME OF REPORTING PERSON
GAP (Bermuda) L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 4 of 21 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic GenPar (Bermuda), L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 5 of 21 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners (Bermuda) IV, L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 6 of 21 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners (Bermuda) EU, L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 7 of 21 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic (SPV) GP (Bermuda), LLC |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 8 of 21 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic (Lux) S.à r.l. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
|
| 14 |
TYPE OF REPORTING PERSON
CO |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 9 of 21 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments III, LLC |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 10 of 21 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments IV, LLC |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 11 of 21 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments V, LLC |
|
| 2 | CHEC K THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 12 of 21 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments CDA, L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 13 of 21 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic GenPar (Lux) SCSp |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 14 of 21 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners (Lux) SCSp |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 15 of 21 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Arco (Bermuda) 2, L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 16 of 21 |
| 1 |
NAME OF REPORTING PERSON
GA IS Holding, L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 17 of 21 |
Item 1. Security and Issuer.
This Amendment No. 7 (this “Amendment No. 7”) to Schedule 13D (the "Statement") is being filed to amend the Statement as originally filed with the Securities and Exchange Commission on February 14, 2022, as amended by Amendment No. 1 dated December 1, 2022, Amendment No. 2 dated January 5, 2023, Amendment No. 3 dated January 11, 2022, Amendment No. 4 dated March 31, 2023, Amendment No. 5 dated May 1, 2023 and Amendment No. 6 dated August 14, 2023, with respect to the Class A common shares, par value $0.00005 per share (the “Class A common shares”), of Arco Platform Limited, an exempted company incorporated in the Cayman Islands (the “Company”), whose principal executive offices are located at Rua Augusta 2840, 9th floor, suite 91, Consolação, São Paulo – SP, 01412-100, Brazil.
Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Statement. Except as set forth below, all previous Items and disclosures set forth in the Statement remain unchanged.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented as follows:
On December 7, 2023, the Company filed the plan of merger (“Plan of Merger”) with the Registrar of Companies of the Cayman Islands, which was registered by the Registrar of Companies of the Cayman Islands as of December 7, 2023, pursuant to which the Merger became effective on December 7, 2023. In the Merger, Merger Sub merged with and into the Company, with the Company continuing as the surviving company (the “Surviving Company”). As a result of the Merger, the Company ceased to be a publicly traded company and became a privately held company and wholly owned subsidiary of Parent, beneficially owned by the Consortium and certain other rollover shareholders.
At the effective time of the Merger (the “Effective Time”), each common share issued and outstanding immediately prior to the Effective Time including any holdback common shares issuable to former shareholders of INCO Limited under the Isaac EPA (as defined in the Merger Agreement), was cancelled in exchange for the right to receive $14 in cash per share without interest (the “Per Share Merger Consideration”), except for (i) common shares beneficially owned by Parent or Merger Sub (including any common shares owned by GA, Dragoneer, the Founders, any of their respective subsidiaries and certain other rollover shareholders, which were contributed to Parent in exchange for Parent equity immediately prior to the Effective Time which will be cancelled for no consideration; (ii) common shares owned by the Company or any subsidiary of the Company as treasury shares as of immediately prior to the Effective Time, which were cancelled for no consideration; (iii) common shares reserved for issuance, settlement and allocation by the Company upon exercise or vesting of any equity awards of the Company, which were treated as contemplated by Section 2.04 of the Merger Agreement; and (iv) common shares owned by holders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Law of the Cayman Islands; and (B) each ordinary share of Merger Sub issued and outstanding immediately prior to the Effective Time was converted into one ordinary share, par value $0.00005 per share, of the Surviving Company.
As a result of the Merger, the Class A common shares will no longer be listed on any securities exchange or quotation system, including the Nasdaq Global Select Market (“Nasdaq”) and the Company will cease to be a publicly traded company. On December 7, 2023 Nasdaq filed an application on Form 25 with the SEC to withdraw registration of the Class A common shares under the Exchange Act. The deregistration will become effective 90 days after the filing of Form 25, or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations under the Exchange Act by filing a Form 15 with the SEC in approximately 10 days following the filing of the Form 25. The Company’s reporting obligations under the Exchange Act will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.
| CUSIP No. G04553106 | SCHEDULE 13D | Page 18 of 21 |
The consummation of the Merger and the other transactions described in this Item 4 have resulted or will result in a number of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D with respect to the Company, including the acquisition or disposition of securities of the Company, a merger or other extraordinary transaction involving the Company, a change to the board of directors of the Company (as the Surviving Company), causing a class of securities of the Company to be delisted from a national securities exchange, a class of equity securities of the Company becoming eligible for termination of registration and a change in the Company’s memorandum and articles of association to reflect that the Company has become a privately held company.
In connection with the closing of the Merger, Parent, the Consortium and certain other rollover shareholders entered into a short-form Contribution and Subscription Agreement, dated as of December 7, 2023 (the “Contribution Agreement”), which provides for (i) the contribution of certain shares of the Company owned by the Consortium and certain other rollover shareholders to Parent in exchange for shares of Parent and (ii) cash funding from GA and Dragoneer to Parent in exchange for additional shares in Parent. The information in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the Contribution Agreement, a copy of which is attached hereto as Exhibit 10 and which is incorporated herein by reference in its entirety.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
The information set forth in Item 4 of this Amendment No. 7 is incorporated herein by reference.
(a)-(b) As of the date of this Amendment No. 7, the Reporting Persons do not beneficially own any Class A common shares or Class B common shares of the Company or have voting or dispositive power over any Class A common shares or Class B common shares of the Company.
(c) Except as otherwise described herein, none of the Reporting Persons has effected any transactions in the shares during the past 60 days.
(d) Not applicable.
(e) At the Effective Time, each of the Reporting Persons ceased to be the beneficial owner of more than 5% of either Class A common shares or Class B common shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented as follows:
The information set forth in Item 4 of this Amendment No. 7 is incorporated herein by reference.
Item 7. Materials to Be Filed as Exhibits.
|
Exhibit 1: |
Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Exchange Act (as previously filed). |
| Exhibit 2: | Joint Bidding Agreement entered into by and among the Bidders, dated November 30th, 2022 (previously filed) |
| Exhibit 3: | Non-Binding Indication of Interest to the Board of Directors of Arco Platform Limited, dated November 30th, 2022 (previously filed) |
| Exhibit 4: | Non-Binding Indication of Interest to the Special Committee of Arco Platform Limited, dated April 30, 2023 (previously filed). |
| Exhibit 5: | Amendment of Joint Bidding Agreement, dated April 30, 2023 (previously filed). |
| Exhibit 6: | Merger Agreement, dated August 10, 2023 (incorporated by reference to Exhibit 99.2 to the Company’s Report of Foreign Private Issuer filed on Form 6-K on August 11, 2023). |
| Exhibit 7: | GA Equity Commitment Letter, dated August 10, 2023 (previously filed). |
| Exhibit 8: | Rollover and Support Agreement, dated August 10, 2023 (previously filed). |
| Exhibit 9: | Interim Investors Agreement, dated August 10, 2023 (previously filed). |
| Exhibit 10: | Contribution Agreement, dated December 7, 2023. |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 19 of 21 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated as of December 8, 2023
| GENERAL ATLANTIC, L.P. | ||||
| By: | /s/ Gordon Cruess | |||
| Name: | Gordon Cruess | |||
| Title: | Managing Director | |||
| GAP (BERMUDA) L.P. | ||||
| By: | /s/ Gordon Cruess | |||
| Name: | Gordon Cruess | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC GENPAR (BERMUDA), L.P. | ||||
|
By:
|
GAP (BERMUDA) L.P., its general partner | |||
| By: | /s/ Gordon Cruess | |||
| Name: | Gordon Cruess | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS (BERMUDA) IV, L.P. | ||||
|
By: |
GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner |
|||
| By: | GAP (BERMUDA), L.P., its general partner | |||
| By: | /s/ Gordon Cruess | |||
| Name: | Gordon Cruess | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS (BERMUDA) EU, L.P. | ||||
|
By: |
GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner |
|||
| By: | GAP (BERMUDA), L.P., its general partner | |||
| By: | /s/ Gordon Cruess | |||
|
Name: Title: |
Gordon Cruess Managing Director |
|||
| CUSIP No. G04553106 | SCHEDULE 13D | Page 20 of 21 |
|
GENERAL ATLANTIC (SPV) GP (BERMUDA) LLC |
||||
|
By: |
GAP (BERMUDA) L.P., its managing member | |||
| By: | /s/ Gordon Cruess | |||
| Name: | Gordon Cruess | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC (LUX) S.À.R.L. | ||||
| By: | /s/ Ingrid van der Hoorn | |||
| Name: | Ingrid van der Hoorn | |||
| Title: | Manager A | |||
|
By: |
/s/ William Blackwell | |||
|
|
Name: Title: |
William Blackwell Manager B |
||
| GAP COINVESTMENTS III, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Gordon Cruess | |||
| Name: | Gordon Cruess | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS IV, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Gordon Cruess | |||
| Name: | Gordon Cruess | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS V, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Gordon Cruess | |||
| Name: | Gordon Cruess | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS CDA, L.P. | ||||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Gordon Cruess | |||
| Name: | Gordon Cruess | |||
| Title: | Managing Director | |||
| CUSIP No. G04553106 | SCHEDULE 13D | Page 21 of 21 |
| GENERAL ATLANTIC GENPAR (LUX) SCSp | ||||
| By: |
GENERAL ATLANTIC (LUX) S.À R.L., its general partner |
|||
| By: | /s/ Ingrid van der Hoorn | |||
| Name: | Ingrid van der Hoorn | |||
| Title: | Manager A | |||
| By: | /s/ William Blackwell | |||
|
Name: Title: |
William Blackwell Manager B |
|||
| GENERAL ATLANTIC PARTNERS (LUX), SCSp | ||||
|
By: |
GENERAL ATLANTIC GENPAR (LUX) SCSp, its general partner |
|||
| By: | GENERAL ATLANTIC (LUX) S.À.R.L., its general partner | |||
| By: | /s/ Ingrid van der Hoorn | |||
|
Name: Title: |
Ingrid van der Hoorn Manager A |
|||
| By: | /s/ William Blackwell | |||
| Name: | William Blackwell | |||
| Title: | Manager B | |||
| GENERAL ATLANTIC ARCO (BERMUDA) 2, L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP (BERMUDA), LLC, its general partner | |||
|
By:
|
GAP (BERMUDA) L.P., its managing member | |||
| By: | /s/ Gordon Cruess | |||
| Name: | Gordon Cruess | |||
| Title: | Managing Director | |||
| GA IS HOLDING L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP (BERMUDA), LLC, its general partner | |||
|
By:
|
GAP (BERMUDA) L.P., its managing member | |||
| By: | /s/ Gordon Cruess | |||
| Name: | Gordon Cruess | |||
| Title: | Managing Director | |||
SCHEDULE A
Members of the Management Committee (as of the date hereof)
| Name | Address | Citizenship |
|
William E. Ford (Chief Executive Officer) |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Gabriel Caillaux |
23 Savile Row London W1S 2ET United Kingdom |
France |
| Andrew Crawford |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Martin Escobari |
55 East 52nd Street 33rd Floor New York, New York 10055 |
Bolivia and Brazil |
| Anton J. Levy |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Sandeep Naik |
Marina Bay Financial Centre Tower 1 8 Marina Boulevard, #17-02 018981, Singapore |
United States |
| J. Albert Smith |
535 Madison Ave, 31st Floor New York, New York 10022 |
United States |
| Graves Tompkins |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Lance D. G. Uggla |
23 Savile Row London W1S 2ET United Kingdom |
United Kingdom and Canada |
| N. Robbert Vorhoff |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Eric Zhang |
Suite 5704-5706, 57F Two IFC, 8 Finance Street Central, Hong Kong, China |
Hong Kong SAR |