Amended Statement of Ownership (sc 13g/a)
November 22 2019 - 2:54PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities
Exchange Act of 1934
(Amendment No. 5)*
PagSeguro Digital Ltd.
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(Name of Issuer)
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Class A Common Stock, par value
$0.000025 per share
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(Title of Class of Securities)
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G68707101
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(CUSIP Number)
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November 20, 2019
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
o Rule
13d-1(b)
x Rule
13d-1(c)
o 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
(“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).
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CUSIP No. G68707101
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SCHEDULE 13G/A
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Page 2
of 8 Pages
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1
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NAME OF REPORTING PERSONS
Melvin Capital Management LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON
IA
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This filing constitutes an exit filing as the
reporting person has ceased to be the beneficial owner of more than 5 percent of the referenced class of securities.
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CUSIP No. G68707101
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SCHEDULE 13G/A
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Page 3
of 8 Pages
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1
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NAME OF REPORTING PERSONS
Melvin Capital Master Fund Ltd
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON
CO
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This filing constitutes an exit filing as the
reporting person has ceased to be the beneficial owner of more than 5 percent of the referenced class of securities.
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CUSIP
No. G68707101
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SCHEDULE 13G/A
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Page 4
of 8 Pages
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Item 1.
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(a) Name of Issuer
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PagSeguro Digital Ltd.
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Item 1.
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(b) Address of Issuer’s Principal
Executive Offices
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Av. Brigadeiro Faria Lima, 1384, 4º andar, parte A
São Paulo, SP, 01451-001, Brazil
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Item 2.
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(a, b, c) Names of Person Filing, Address
of
Principal
Business Office, Citizenship:
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Melvin
Capital Management LP, a Delaware limited partnership, 535 Madison Avenue, 22nd Floor, New York, NY 10022.
Melvin
Capital Master Fund Ltd, a Cayman Islands exempted company, 535 Madison Avenue, 22nd Floor, New York, NY 10022.
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Item 2.
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(d) Title of Class of Securities
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Class A Common Stock, par value $0.000025 per share
G68707101
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CUSIP No. G68707101
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SCHEDULE 13G/A
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Page 5
of 8 Pages
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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:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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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);
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(j)
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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A 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:
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CUSIP
No. G68707101
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SCHEDULE 13G/A
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Page
6 of 8 Pages
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Item
4. Ownership
This
filing constitutes an exit filing as reporting persons have ceased to be the beneficial owners of more than 5 percent of the referenced
class of securities.
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 [X].
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. Certification
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
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CUSIP No. G68707101
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SCHEDULE 13G/A
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Page
7 of 8 Pages
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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: November 22, 2019
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Melvin
Capital Management LP
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By:
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/s/
Evan Cohen
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Evan Cohen, Chief Compliance Officer
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Melvin
Capital Master Fund Ltd
By: Melvin
Capital Management LP
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By:
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/s/
Evan Cohen
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Evan Cohen, Chief Compliance Officer
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CUSIP No. G68707101
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SCHEDULE 13G/A
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Page 8
of 8 Pages
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Exhibit I
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned
without the necessity of filing additional joint acquisition statements. 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 or it contained
therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to
the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: November 22, 2019
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Melvin
Capital Management LP
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By:
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/s/
Evan Cohen
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Evan Cohen, Chief Compliance Officer
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Melvin
Capital Master Fund Ltd
By: Melvin
Capital Management LP
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By:
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/s/
Evan Cohen
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Evan Cohen, Chief Compliance Officer
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