Sec Form 13G Filing - Universo Online S.A. filing for PagSeguro Digital Ltd. (PAGS) - 2020-02-14

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

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 the disclosures provided in a prior cover page.

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Universo Online S.A. (“UOL”)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Brazil

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

148,870,861⁽¹⁾⁽²⁾

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

148,870,861⁽¹⁾⁽²⁾

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

148,870,861⁽¹⁾⁽²⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

45.27%^(2)(3)(4)

TYPE OF REPORTING PERSON (See Instructions)

HC

Consists of 148,870,861 Class B Common Shares held of record by UOL, a company controlled by OFL Participações S.A., in turn controlled by Luis Frias.

Each Class B Common Share is convertible at any time into one Class A Common Share.

Based on the quotient obtained by dividing (a) the aggregate number of Class B Common Shares beneficially owned by UOL as set forth in Row 9 by (b) the sum of 179,984,551 Class A Common Shares (including treasury shares) outstanding as of December 31, 2019, as reported by the Issuer to UOL, and (ii) 148,870,861 Class B Common Shares beneficially owned by UOL. The aggregate number of Class B Common Shares beneficially owned by UOL set forth in clause “(b)” of this footnote are treated as converted into Class A Common Shares only for the purpose of computing the percentage ownership of UOL.

Each Class A Common Share is entitled to one vote and each Class B Common Share is entitled to ten votes. There were 148,870,861 Class B Common Shares outstanding as of December 31, 2019, as reported by the Issuer to UOL, all of which are beneficially owned by UOL. The percentage reported does not reflect the ten for one voting power of the Class B Common Shares because these shares are treated as converted into Class A Common Shares for the purpose of this report.

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

OFL Participações S.A.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Brazil

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

148,870,861⁽¹⁾⁽²⁾

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

148,870,861⁽¹⁾⁽²⁾

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

148,870,861⁽¹⁾⁽²⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

45.27%^(2)(3)(4)

TYPE OF REPORTING PERSON (See Instructions)

HC

Consists of 148,870,861 Class B Common Shares held of record by UOL, a company controlled by OFL Participações S.A., in turn controlled by Luis Frias.

Each Class B Common Share is convertible at any time into one Class A Common Share.

Based on the quotient obtained by dividing (a) the aggregate number of Class B Common Shares beneficially owned by UOL as set forth in Row 9 by (b) the sum of 179,984,551 Class A Common Shares (including treasury shares) outstanding as of December 31, 2019, as reported by the Issuer to UOL, and (ii) 148,870,861 Class B Common Shares beneficially owned by UOL. The aggregate number of Class B Common Shares beneficially owned by UOL set forth in clause “(b)” of this footnote are treated as converted into Class A Common Shares only for the purpose of computing the percentage ownership of UOL.

Each Class A Common Share is entitled to one vote and each Class B Common Share is entitled to ten votes. There were 148,870,861 Class B Common Shares outstanding as of December 31, 2019, as reported by the Issuer to UOL, all of which are beneficially owned by UOL. The percentage reported does not reflect the ten for one voting power of the Class B Common Shares because these shares are treated as converted into Class A Common Shares for the purpose of this report.

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Luis Frias

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Brazil

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

148,870,861⁽¹⁾⁽²⁾

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

148,870,861⁽¹⁾⁽²⁾

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

148,870,861⁽¹⁾⁽²⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

45.27%^(2)(3)(4)

TYPE OF REPORTING PERSON (See Instructions)

IN

Consists of 148,870,861 Class B Common Shares held of record by UOL, a company controlled by OFL Participações S.A., in turn controlled by Luis Frias.

Each Class B Common Share is convertible at any time into one Class A Common Share.

Based on the quotient obtained by dividing (a) the aggregate number of Class B Common Shares beneficially owned by UOL as set forth in Row 9 by (b) the sum of 179,984,551 Class A Common Shares (including treasury shares) outstanding as of December 31, 2019, as reported by the Issuer to UOL, and (ii) 148,870,861 Class B Common Shares beneficially owned by UOL. The aggregate number of Class B Common Shares beneficially owned by UOL set forth in clause “(b)” of this footnote are treated as converted into Class A Common Shares only for the purpose of computing the percentage ownership of UOL.

Each Class A Common Share is entitled to one vote and each Class B Common Share is entitled to ten votes. There were 148,870,861 Class B Common Shares outstanding as of December 31, 2019, as reported by the Issuer to UOL, all of which are beneficially owned by UOL. The percentage reported does not reflect the ten for one voting power of the Class B Common Shares because these shares are treated as converted into Class A Common Shares for the purpose of this report.

Amount beneficially owned: See the response to Item 9 for each Reporting Person on the relevant attached cover page.    

Percent of class: See the response to Item 11 for each Reporting Person on the relevant attached cover page.

Number of shares as to which such person has:

Sole power to vote or to direct the vote: See the response to Item 5 for each Reporting Person on the relevant attached cover page.

Shared power to vote or to direct the vote: See the response to Item 6 for each Reporting Person on the relevant attached cover page.

Sole power to dispose or to direct the disposition of: See the response to Item 7 for each Reporting Person on the relevant attached cover page.

Shared power to dispose or to direct the disposition of: See the response to Item 8 for each Reporting Person on the relevant attached cover page.