Sec Form 13G Filing - TPE Gestora de Recursos Ltda. filing for Arcos Dorados Holdings Inc. (ARCO) - 2022-02-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Arcos Dorados Holdings Inc.

(Name of Issuer)

Class A Common Stock, no par value

(Title of Class of Securities)

G0457F107

(CUSIP Number)

December 31, 2021

(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 information required in 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).

SCHEDULE 13G

This Amendment No. 1 to Schedule 13G (this “Amendment No. 1”) is being filed with respect to the Class A Common Stock, no par value (the “Class A Common Stock”), of Arcos Dorados Holdings Inc. (the “Issuer”) to amend the Schedule 13G filed by the Reporting Person (as defined below) on July 23, 2021 (the “Schedule 13G”). This Amendment No. 1 is being filed to report changes in the number of shares of Class A Common Stock beneficially owned by the Reporting Person and to report that the Reporting Person no longer beneficially owns more than 5% of the Class A Common Stock.

Arcos Dorados Holdings Inc.

Dr. Luis Bonavita 1294, Office 501

Montevideo, Uruguay, 11300 WTC Free Zone

This Amendment No. 1 is filed by TPE Gestora de Recursos Ltda. (the “Reporting Person”) with respect to an aggregate of 5,516,857 shares (the “Shares”) of the Class A Common Stock of the Issuer beneficially owned directly by TARPON WAHOO FIA, TARPON MASTER FIA, MEQUI FIA INVESTIMENTO NO EXTERIOR, TP PARTNERS PUBLIC EQUITIES FUND, L.P., TP PARTNERS II FUND, LLC, MANGUE FIA INVESTIMENTO NO EXTERIOR, LONGFIELD ROAD INVESTMENTS, L.P. and TARPON CFJ FIA (collectively, the “Funds”) as of December 31, 2021, which includes cash settled swaps held by the Funds representing economic exposure comparable to an aggregate of 190,678 shares of the Class A Common Stock. The Reporting Person serves as the Investment Advisor of each of the Funds. The Reporting Person, in its capacity as the Investment Advisor of each of the Funds, has the sole power to vote and the sole power to direct the disposition of the Shares.

TPE Gestora de Recursos Ltda.

Av. Magalhães de Castro, 4800

Capital Building (Torre 1), 12th floor

São Paulo-SP

Brazil

TPE Gestora de Recursos Ltda.is a Sociedade limitada organized and duly active under the laws of the Federative Republic of Brazil.

Class A Common Stock, no par value

G0457F107    

(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e) ☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f) ☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g) ☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h) ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) ☒ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k) ☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: investment adviser registered with the Comissão de Valores Mobiliários of the Federative Republic of Brazil.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ☒

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to investment advisers registered with the Comissão de Valores Mobiliários of the Federative Republic of Brazil is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s).

SIGNATURE

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: February 11, 2022