SC 13G

 

 

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

(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 the disclosures provided in a prior cover page.

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, as amended (“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. G9440D103       Page 1 of 6

 

  1.    

  Names of Reporting Persons.

 

  NB Alternatives Advisers LLC

  2.    

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (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

 

  4,355,932

  7.     

  Sole Dispositive Power

 

  0

  8.     

  Shared Dispositive Power

 

  4,355,932

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  4,355,932

10.    

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

  ☐

11.    

  Percent of Class Represented by Amount in Row (9)

 

  18.9%

12.    

  Type of Reporting Person (See Instructions)

 

  OO, IA, HC


CUSIP No. G9440D103       Page 2 of 6

 

  1.    

  Names of Reporting Persons.

 

  NB Verrocchio LP

  2.    

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.    

  SEC Use Only

 

  4.    

  Citizenship or Place of Organization

 

  Cayman Islands

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With:

    5.     

  Sole Voting Power

 

  0

  6.     

  Shared Voting Power

 

  4,355,932

  7.     

  Sole Dispositive Power

 

  0

  8.     

  Shared Dispositive Power

 

  4,355,932

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  4,355,932

10.    

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

  ☐

11.    

  Percent of Class Represented by Amount in Row (9)

 

  18.9%

12.    

  Type of Reporting Person (See Instructions)

 

  PN


CUSIP No. G9440D103       Page 3 of 6

 

Item 1.

 

  (a)

Name of Issuer

Vitru Limited (the “Issuer”)

 

  (b)

Address of Issuer’s Principal Executive Offices

Rodovia José Carlos Daux, 5500, Torre Jurerê A

2nd floor, Saco Grande, Florianópolis

State of Santa Catarina, 88032-005, Brazil

 

Item 2.

 

  (a)

Name of Person Filing

This Schedule 13G is being jointly filed by and on behalf of each of NB Alternatives Advisers LLC (“NBAA”) and NB Verrocchio LP (“NB Verrocchio” and, together with NBAA, the “Reporting Persons”) pursuant to Rule 13d-1(k) promulgated by the Commission pursuant to Section 13 of the Act. NBAA exercises dispositive and voting power with respect to the Common Shares held directly by NB Verrocchio and, as a result, may be deemed to beneficially own the Common Shares held directly by NB Verrocchio.

The Reporting Persons have entered into a Joint Filing Agreement, dated February 16, 2020, a copy of which is attached hereto as Exhibit A, pursuant to which the Reporting Persons agreed to file this Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

 

  (b)

Address of Principal Business Office or, if none, Residence

The address of the principal business office of each Reporting Person is 325 N. Saint Paul Street, Suite 4900, Dallas, Texas 75201.

 

  (c)

Citizenship

See Item 4 on the cover page(s) hereto.

 

  (d)

Title of Class of Securities

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

 

  (e)

CUSIP Number

G9440D103

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:

 

(a)

      A broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)

      A bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

      An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

      An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);


CUSIP No. G9440D103       Page 4 of 6

 

(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)       A group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ___________.

 

Item 4.

Ownership.

 

  (a)

Amount beneficially owned: See Item 9 on the cover page(s) hereto.

NBAA exercises dispositive and voting power with respect to the Common Shares held directly by NB Verrocchio and, as a result, may be deemed to beneficially own the Common Shares held directly by NB Verrocchio.

 

  (b)

Percent of class: See Item 11 on the cover page(s) hereto.

 

  (c)

Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.

(ii) Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.

(iii) Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.

(iv) Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.

Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person.

Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) and/or Section 13(g) of the Act. Each Reporting Person declares that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.


CUSIP No. G9440D103       Page 5 of 6

 

Item 5.

Ownership of Five Percent or Less of a Class.

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  ☐.

 

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 or Control Person.

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

 

Item 9.

Notice of Dissolution of Group.

Not Applicable.

 

Item 10.

Certifications.

Not Applicable.


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.

Date: February 16, 2021

 

NB Alternatives Advisers LLC
By:  

/s/ Blake Rice

Name: Blake Rice

Title: Managing Director

NB Verrocchio LP

 

By: NB Alternatives GP (Offshore) Ltd

Its: General Partner

By:  

/s/ Jose Luis Gonzalez Pastor

Name: Jose Luis Gonzalez Pastor

Title: Authorized Signatory


EXHIBIT INDEX

 

Exhibit   

Description of Exhibit

    
99.1    Joint Filing Agreement (filed herewith).   
EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

February 16, 2021

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this Joint Filing Agreement as an exhibit thereto. This Joint Filing Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this Joint Filing Agreement to be executed and effective as of the date first written above.

 

NB Alternatives Advisers LLC
By:  

/s/ Blake Rice

Name: Blake Rice

Title: Managing Director

NB Verrocchio LP

 

By: NB Alternatives GP (Offshore) Ltd

Its: General Partner

By:  

/s/ Jose Luis Gonzalez Pastor

Name: Jose Luis Gonzalez Pastor

Title: Authorized Signatory