Sec Form 13G Filing - Vinci Capital Partners II J Beta Fundo de Investimento Em Participacoes Multiestrategia filing for VITRU LTD COM (VTRU) - 2023-02-13

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 2)*

 

Vitru Limited

(Name of Issuer)

 

Common shares, par value US$0.00005 per share

(Title of Class of Securities)

 

G9440D103

(CUSIP Number)

 

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐

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 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).

 

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Vinci Capital Gestora de Recursos Ltda.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) (b)	☐ ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Brazil

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		6,073,239
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		6,073,239

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,073,239
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   18.0%*
12	TYPE OF REPORTING PERSON   OO

 

 

^* Based on 33,712,213 Shares outstanding as of February 6, 2023.

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Vinci Capital Partners II J Beta Fundo de Investimento Em Participações Multiestratégia
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) (b)	☐ ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Brazil

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		951,155
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		951,155

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   951,155
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   2.8%*
12	TYPE OF REPORTING PERSON   OO

 

 

^* Based on 33,712,213 Shares outstanding as of February 6, 2023.

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Agresti Investments LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) (b)	☐ ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		1,362,274
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		1,362,274

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,362,274
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   4.0%*
12	TYPE OF REPORTING PERSON   OO

 

 

^{*< /sup> Based on 33,712,213 Shares outstanding as of February 6, 2023.}

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Botticelli Investments LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) (b)	☐ ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		914,770
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		914,770

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   914,770
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   2.7%*
12	TYPE OF REPORTING PERSON   OO

 

 

^* Based on 33,712,213 Shares outstanding as of February 6, 2023.

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Caravaggio Investments LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) (b)	☐ ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		812,348
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		812,348

< td style="padding: 2pt; border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid">11

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   812,348
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   2.4%*
12	TYPE OF REPORTING PERSON   OO

 

 

^* Based on 33,712,213 Shares outstanding as of February 6, 2023.

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Raffaello Investments LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) (b)	☐ ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		2,032,692
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		2,032,692

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,032,692
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   6.0%*
12	TYPE OF REPORTING PERSON   OO

 

 

^* Based on 33,712,213 Shares outstanding as of February 6, 2023.

Item 1.

(a)

NAME OF ISSUER

 

Vitru Limited (the “Company”).

 

(b)

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 

Rodovia José Carlos Daux, 5500, Torre Jurerê A, 2nd floor, Saco Grande, Florianópolis, in the state of Santa Catarina, 88032-005, Brazil

 

Item 2.

(a)

NAMES OF PERSONS FILING

 

This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

 

(i)

Vinci Capital Gestora de Recursos Ltda. (“Vinci Manager”)

 

(ii)

Vinci Capital Partners II J Beta Fundo de Investimento Em Participações Multiestratégia (“VCP”);

 

(iii)

Agresti Investments LLC (“Agresti”);

 

(iv)

Botticelli Investments LLC (“Boticelli”);

 

(v)

Caravaggio Investments LLC (“Caravaggio”); and

 

(vi)

Raffaello Investments LLC (“Raffaello”).

 

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G (Amendment No. 2) as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G (Amendment No. 2) jointly in accordance with the provisions of Rule 13d-1(k) of the Act.

 

(b)

ADDRESS OF PRINCIPAL BUSINESS OFFICE

 

The principal addresses of the Reporting Persons are as follows:

 

(i)

Vinci Manager — Av. Bartolomeu Mitre 336, Leblon, Rio de Janeiro, Brazil, 22431-002

 

(ii)

VCP – Rua Iguatemi, 151, 19th floor, São Paulo, São Paulo, Brazil

 

(iii)

Agresti – Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801

 

(iv)

Boticelli – Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801

 

(v)

Caravaggio – Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801

 

(vi)

Raffaello – Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801

 

(c)

CITIZENSHIP

 

(i)

Vinci Manager — Brazil

 

(ii)

VCP – Brazil

 

(iii)

Agresti – Delaware, United States

 

(iv)

Boticelli – Delaware, United States

 

(v)

Caravaggio – Delaware, United States

 

(vi)

Raffaello – Delaware, United States

 

(d)

TITLE OF CLASS OF SECURITIES

 

Common shares, par value US$0.00005 per share (the “Shares”)

 

(e)

CUSIP NUMBER

 

G9440D103

 

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS:

 

Not applicable.

 

Item 4.

OWNERSHIP.

 

The Reporting Persons own the following number of the Company’s Shares:

 

(i)

Vinci Manager owns of record no common shares or 0.0% of the issued and outstanding common shares.

 

(ii)

VCP owns of record 951,155 Shares or 2.8% of the issued and outstanding Shares.

 

(ii)

Agresti owns of record 1,362,274 Shares or 4.0% of the issued and outstanding Shares.

 

(iii)

Boticelli owns of record 914,770 Shares or 2.7% of the issued and outstanding Shares.

 

(iv)

Caravaggio owns of record 812,348 Shares or 2.4% of the issued and outstanding Shares.

 

(v)

Raffaello owns of record 2,032,692 Shares or 6.0% of the issued and outstanding Shares.

 

Vinci Manager serves as the investment manager of VCP, Agresti, Boticelli, Caravaggio and Raffaello. By virtue of the foregoing, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the Shares that each owns of record. Each of the Reporting Persons disclaims ownership of the Shares, except to the extent of their pecuniary interest therein.

 

(a)

Amount Beneficially Owned:

 

By virtue of the relationship described above, each of the Reporting Persons may be deemed to beneficially own 6,073,239 Shares.

 

(b)

Percentage Owned:

 

All calculation of percentage ownership herein are based on an aggregate of 33,712,213 Shares outstanding as of February 6, 2023 as reported by the Company’s transfer agent to the Reporting Persons.

 

(c)

Number of Shares as to Which Such Person Has Sole/Shared Power to Vote or to Direct the Vote and Sole/Shared Power to Dispose or to Direct the Disposition of:

 

(i)

Each of the Reporting Persons may be deemed to have the sole power to direct the voting and dispositions of the Shares as indicated on such Reporting Person’s cover page included herein.

 

(ii)

Each of the Reporting Persons may be deemed to share the power to direct the voting and dispositions of the 18.0% Shares that may be deemed to be owned beneficially by each of them.

 

Item 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

Not applicable.

 

Item 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

 

Not applicable.

 

Item 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

 

Not applicable.

 

Item 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

 

See Item 4, which states the identity of the members of the group filing this Schedule 13G (Amendment No. 2).

 

Item 9.

NOTICE OF DISSOLUTION OF GROUP

 

Not applicable.

 

Item 10.

CERTIFICATION

 

Not applicable.

 

Exhibit Index

 

Exhibit 1.

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 

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 February 13, 2023

 

	VINCI CAPITAL GESTORA DE RECURSOS LTDA.
	By:	/s/ Bruno Zaremba
		Name:	Bruno Zaremba
		Title:	Director
	By:	/s/ Gabriel Felzenszwalb
		Name:	Gabriel Felzenszwalb
		Title:	Director

	VINCI CAPITAL PARTNERS II J BETA FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA
	By:	/s/ Bruno Zaremba
		Name:	Bruno Zaremba
		Title:	Director
	By:	/s/ Gabriel Felzenszwalb
		Name:	Gabriel Felzenszwalb
		Title:	Director

	AGRESTI INVESTMENTS LLC
	By:	/s/ Bruno Zaremba
		Name:	Bruno Zaremba
		Title:	Director
	By:	/s/ Gabriel Felzenszwalb
		Name:	Gabriel Felzenszwalb
		Title:	Director

	BOTTICELLI INVESTMENTS LLC
	By:	/s/ Bruno Zaremba
		Name:	Bruno Zaremba
		Title:	Director
	By:	/s/ Gabriel Felzenszwalb
		Name:	Gabriel Felzenszwalb
		Title:	Director

	CARAVAGGIO INVESTMENTS LLC
	By:	/s/ Bruno Zaremba
		Name:	Bruno Zaremba
		Title:	Director
	By:	/s/ Gabriel Felzenszwalb
		Name:	Gabriel Felzenszwalb
		Title:	Director

	RAFFAELLO INVESTMENTS LLC
	By:	/s/ Bruno Zaremba
		Name:	Bruno Zaremba
		Title:	Director
	By:	/s/ Gabriel Felzenszwalb
		Name:	Gabriel Felzenszwalb
		Title:	Director