UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No.   )*

 

Vitru Limited
(Name of Issuer)
 
Common shares, par value US$0.00005 per share
(Title of Class of Securities)
 
G9440D103
(CUSIP Number)
 
December 31, 2020
(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).

 

 

CUSIP No. G9440D103SCHEDULE 13G 

 

  

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
  6,246,471
7 SOLE DISPOSITIVE POWER
  0
8 SHARED DISPOSITIVE POWER
  6,246,471
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,246,471

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

27.1%

12

TYPE OF REPORTING PERSON

 

OO

2

CUSIP No. G9440D103SCHEDULE 13G 

 

  

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
  978,289
7 SOLE DISPOSITIVE POWER
  0
8 SHARED DISPOSITIVE POWER
  978,289
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

978,289

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.2%

12

TYPE OF REPORTING PERSON

 

OO

3

CUSIP No. G9440D103SCHEDULE 13G 

 

 

 

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
  1,401,130
7 SOLE DISPOSITIVE POWER
  0
8 SHARED DISPOSITIVE POWER
  1,401,130
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,401,130

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.1%

12

TYPE OF REPORTING PERSON

 

OO

4

CUSIP No. G9440D103SCHEDULE 13G 

 

 

 

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
  940,862
7 SOLE DISPOSITIVE POWER
  0
8 SHARED DISPOSITIVE POWER
  940,862
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

940,862

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.1%

12

TYPE OF REPORTING PERSON

 

OO

5

CUSIP No. G9440D103SCHEDULE 13G 

 

 

 

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
  835,520
7 SOLE DISPOSITIVE POWER
  0
8 SHARED DISPOSITIVE POWER
  835,520
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

835,520

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.6%

12

TYPE OF REPORTING PERSON

 

OO

6

CUSIP No. G9440D103SCHEDULE 13G 

 

 

 

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
  2,090,670
7 SOLE DISPOSITIVE POWER
  0
8 SHARED DISPOSITIVE POWER
  2,090,670
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,090,670

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.1%

12

TYPE OF REPORTING PERSON

 

OO

7

CUSIP No. G9440D103SCHEDULE 13G 

 

 

 

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 as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G 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, 19º 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

 

8

CUSIP No. G9440D103SCHEDULE 13G 

 

 

(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

 

9

CUSIP No. G9440D103SCHEDULE 13G 

 

 

 

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.

 

As of December 31, 2020, the Reporting Persons owned the following number of the Company’s Shares:

 

(i)Vinci Manager owned of record no common shares or 0.0% of the issued and outstanding common shares.

 

(ii)VCP owned of record 978,289 Shares or 4.2% of the issued and outstanding Shares.

 

(ii)Agresti owned of record 1,401,130 Shares or 6.1% of the issued and outstanding Shares.

 

(iii)Boticelli owned of record 940,862 Shares or 4.1% of the issued and outstanding Shares.

 

(iv)Caravaggio owned of record 835,520 Shares or 3.6% of the issued and outstanding Shares.

 

(v)Raffaello owned of record 2,090,670 Shares or 9.1% 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 6,246,471 Shares.

 

(b)Percentage Owned:

 

All calculation of percentage ownership herein are based on an aggregate of 23,058,053 Shares outstanding, as reported by the Company to be outstanding immediately after the Company’s initial public offering on the Company’s prospectus filed under Rule 424(b)(4), filed with the Securities and Exchange Commission on September 21, 2020.

 

(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 27.1% 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.

 

10

CUSIP No. G9440D103SCHEDULE 13G 

 

 

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.

 

Item 9.NOTICE OF DISSOLUTION OF GROUP

 

Not applicable.

 

Item 10.CERTIFICATION

 

Not applicable.

 

11

CUSIP No. G9440D103SCHEDULE 13G 

 

 

 

 

Exhibit Index

 

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

 

12

CUSIP No. G9440D103SCHEDULE 13G 

 

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 11, 2021

 

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

 

CUSIP No. G9440D103SCHEDULE 13G 

 

  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

 

CUSIP No. G9440D103SCHEDULE 13G 

 

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

 

CUSIP No. G9440D103SCHEDULE 13G 

 

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

 

CUSIP No. G9440D103SCHEDULE 13G 

 

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

 

CUSIP No. G9440D103SCHEDULE 13G 

 

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

 

 

 

 

 

CUSIP No. G9440D103 SCHEDULE 13G  

 

EXHIBIT 1

 

JOINT FILING AGREEMENT
PURSUANT TO RULE 13D-1(k)(1)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

 

Dated as of February 11, 2021

 

  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