Sec Form 13D Filing - Bertelsmann SE & Co. KGaA filing for Afya Ltd (AFYA) - 2023-05-01

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange of 1934

(Amendment No. 18)

 

Afya Limited
(Name of Issuer)
Class A Common Shares, par value $0.00005 per share
(Title of Class of Securities)
G01125106
(CUSIP Number)
Denise Abel Bertelsmann SE & Co. KGaA Carl-Bertelsmann-Strasse 270 33311 Gütersloh, Germany with copies to: Michael Davis, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
	May 1, 2023 (April 27, 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 (the “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. G01125106

1	NAME OF REPORTING PERSON Bertelsmann SE & Co. KGaA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Germany

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   —
	8	SHARED VOTING POWER   39,755,531
	9	SOLE DISPOSITIVE POWER   39,755,531
	10	SHARED DISPOSITIVE POWER   —

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   39,755,531 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   54.30% (2)(3)
14	TYPE OF REPORTING PERSON (See Instructions)   CO

 

1	NAME OF REPORTING PERSON   Erste WV Gütersloh GmbH
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Germany

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   —
	8	SHARED VOTING POWER   39,755,531
	9	SOLE DISPOSITIVE POWER   39,755,531
	10	SHARED DISPOSITIVE POWER   —

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   39,755,531 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   54.30% (2)(3)
14	TYPE OF REPORTING PERSON (See Instructions)   CO

(1)	Aggregate amount beneficially owned by Bertelsmann SE & Co. KGaA (“Bertelsmann”) and Erste WV Gütersloh GmbH, a wholly-owned direct subsidiary of Bertelsmann (“Erste” and collectively with Bertelsmann, the “Reporting Person”) consists of 29,074,134 Class B common shares and 10,681,397 Class A common shares held of record by the Reporting Person. Each Class B common share held of record by the Reporting Person is convertible into one Class A common share at the option of its holder at any time.
(2)	Represents the quotient obtained by dividing (a) the number of Class B common shares and Class A common shares beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 44,133,783 Class A common shares outstanding as of December 31, 2022 as reported by the Issuer in its Current Report on Form 6-K, filed with the Securities and Exchange Commission (the “Commission”) on March 22, 2023 (as reduced by the number of treasury shares as reported to the Reporting Person by the Issuer on May 12, 2022), and (ii) the aggregate number of Class B common shares beneficially owned by the Reporting Person. The aggregate number of Class B common shares beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A common shares only for the purpose of computing the percentage ownership of the Reporting Person. As of December 31, 2022, the number of Class A common shares outstanding was 44,133,783 and the percentage beneficially owned was 49.52%.
(3)	Each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B common shares because the Class B common shares are treated as converted into Class A common shares for the purpose of this report.

 

 

Explanatory Note

 

This Amendment No. 18 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Person on August 10, 2021 (the “Original Schedule 13D”, as further amended on March 4, 2022, “Amendment No. 1”, as further amended on April 18, 2022, “Amendment No. 2”, as further amended on April 25, 2022, “Amendment No. 3,” as further amended on May 4, 2022, “Amendment No. 4,” as further amended on May 23, 2022, “Amendment No. 5,” as further amended on May 27, 2022, “Amendment No. 6,” as further amended on August 1, 2022, “Amendment No. 7,” as further amended on August 31, 2022, “Amendment No. 8,” as further amended on September 23, 2022, “Amendment No. 9,” as further amended on October 24, 2022, “Amendment No. 10,” as further amended on November 9, 2022, “Amendment No. 11,” as further amended on November 29, 2022, “Amendment No. 12,” as further amended on December 16, 2022, “Amendment No. 13,” as further amended on December 21, 2022, “Amendment No. 14,” as further amended on January 12, 2023, “Amendment No. 15,” as further amended on February 23, 2023, “Amendment No. 16,” as further amended on March 29, 2023, “Amendment No. 17,” and, as amended and supplemented by this Amendment, the “Schedule 13D”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16 or Amendment No. 17. Capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Original Schedule 13D. This Schedule 13D relates to the Class A common shares, par value $0.00005, of Afya Limited, an exempted liability company incorporated under the laws of the Cayman Islands (the “Issuer”), having its registered offices at Alameda Oscar Niemeyer, No. 119, Salas 502, 504, 1,501 and 1,503, Vila da Serra, Nova Lima, Minas Gerais Brazil.

 

Item 3.

Source and Amount of Funds or Other Consideration

 

This Amendment No. 18 amends and supplements Item 3 of the Original Schedule 13D (as amended by Amendment No. 3, Amendment No. 5, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 14, Amendment No. 15, Amendment No. 16 and Amendment No. 17) as follows:

 

The Reporting Person purchased an additional 902,806 Class A common shares pursuant to the Trading Plan for a purchase price of $10,753,529.16, or an average of $11.91 per Class A common share. Such price was funded by the Reporting Person through internally generated funds.

 

Item 5.

Interest in Securities of the Issuer.

 

This Amendment No. 18 amends and supplements Item 5 of the Original Schedule 13D (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 14, Amendment No. 15, Amendment No. 16 and Amendment No. 17) as follows:

 

(a) The information relating to the beneficial ownership of Class A common shares by the Reporting Person as set forth in rows 7 through 13 of the cover pages hereto is incorporated by reference. The Reporting Person is the beneficial owner of 10,681,397 Class A common shares, which represents 24.20% of the Class A common shares outstanding based on 44,133,783 Class A common shares outstanding as of December 31, 2022 as reported by the Issuer in its Current Report on Form 6-K, filed with the Commission on March 22, 2023 (as reduced by the number of treasury shares as reported to the Reporting Person by the Issuer on May 12, 2022). Except as set forth in this Item 5(a), the Reporting Person does not own beneficially any Class A common shares. The Reporting Person will provide upon request of the SEC staff the full information regarding the number of shares purchased or sold at each separate price.

 

(b) The Reporting Person has shared power to vote and dispose of 10,681,397 Class A common shares.

 

(c) The Reporting Person has purchased the following Class A common shares in open market transactions pursuant to the Trading Plan since the filing of the Schedule 13D/A on March 29, 2023:

Transaction Date		Class A Common Shares Purchased				Average Price Per Share
March 28, 2023		26,301					10.93
March 29, 2023		50,000					10.83
March 30, 2023		24,909					10.90
March 30, 2023		10,957					10.98
March 31, 2023		31,300					11.35
April 3, 2023		24,773					10.86
April 4, 2023		26,762					10.49
April 5, 2023		40,266					10.61
April 6, 2023		58,000					11.03
April 7, 2023		58,600					11.51
April 11, 2023		58,600					12.06
April 12, 2023		58,600					12.72
April 13, 2023		58,600					13.11
April 14, 2023		50,928					13.38
April 17, 2023		63,200					13.15
April 18, 2023		38,800		&#x A0;			12.42
April 19, 2023		26,128					12.24
April 20, 2023		33,540					12.03
April 21, 2023		18,100					12.04
April 24, 2023		37,600					12.39
April 25, 2023		52,636					11.95
April 26, 2023		24,300					11.80
April 27, 2023		29,906					11.66

 

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: May 1, 2023
	BERTELSMANN SE & CO. KGAA

 

By:

ppa /s/ Martin Dannhoff

 

	Name:  Martin Dannhoff
	Title:    SVP Corporate Legal

 

By:

ppa /s/ Denise Abel

 

	Name: Denise Abel
	Title:    SVP Corporate Legal

 

	ERSTE WV GÜTERSLOH GMBH

 

By:

/s/ Martin Dannhoff

 

	Name:  Martin Dannhoff
	Title:    Director

 

By:

/s/ Denise Abel

 

	Name: Denise Abel
	Title:   Director