Amended Statement of Ownership (sc 13g/a)
February 13 2020 - 4:34PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
(Amendment
No. 1)*
STONECO LTD.
(Name of Issuer)
CLASS A COMMON SHARES
(Title of Class of Securities)
G85158106
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
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*
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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.
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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 (the “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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1
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NAME OF REPORTING PERSON
VCK Investment Fund Limited (SAC)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
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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
Bahamas
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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
NONE
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6
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SHARED VOTING POWER
76,654,651 (1)
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7
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SOLE DISPOSITIVE POWER
NONE
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8
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SHARED DISPOSITIVE POWER
76,654,651 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,654,651 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ☐
NOT APPLICABLE
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
30.0%(2)(3)
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12
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TYPE OF REPORTING PERSON
CO
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(1)
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Consists of (i) 1,360,215 Class B Common Shares held of record by VCK Investment Fund Limited (SAC) A (“VCK A”),
a segregated account of VCK Investment Fund Limited (SAC) (“VCK” or the “Reporting Person”);
VCK is a fund controlled by André Street de Aguiar (“André Street”) and Eduardo Cunha Monnerat
Solon de Pontes (“Eduardo Pontes”), who hold 50% of the management shares each; (ii) 100,000 Class A
Common Shares and 1,858,116 Class B Common Shares held of record by VCK Investment Fund Limited (SAC) E (“VCK E”),
a segregated account of VCK; (iii) 4,845,481 Class B Common Shares held of record by Cakubran Holdings Ltd. (“Cakubran”),
a company jointly controlled by VCK A and VCK E, which are segregated accounts of VCK; and (iv) 68,490,839 Class B Common Shares
held of record by HR Holdings, LLC, a company controlled by ACP Investments Ltd. — Arpex Capital, in turn jointly controlled
by VCK A and VCK E, which are segregated accounts of VCK. Each Class B Common Share is convertible into one Class A Common
Share at the option of its holder at any time.
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(2)
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Based on the quotient obtained by dividing (a) the aggregate number of Class A Common Shares and Class B Common Shares
beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 178,681,714 Class A Common Shares
outstanding as of December 31, 2019, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of Class
B Common Shares beneficially owned by the Reporting Person. The aggregate number of Class B Common Shares beneficially owned by
the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as-converted
into Class A Common Shares only for the purpose of computing the percentage ownership of the Reporting Person.
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(3)
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Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled
to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Shares because the Class
B Common Shares are treated as converted into Class A Common Shares for the purpose of this report.
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1
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NAME OF REPORTING PERSON
VCK Investment Fund Limited (SAC) A
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
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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
Bahamas
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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
NONE
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6
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SHARED VOTING POWER
76,654,651 (1)
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7
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SOLE DISPOSITIVE POWER
NONE
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8
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SHARED DISPOSITIVE POWER
76,654,651 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,654,651 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ☐
NOT APPLICABLE
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
30.0%(2)(3)
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12
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TYPE OF REPORTING PERSON
CO
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(1)
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Consists of (i) 1,360,215 Class B Common Shares held of record by VCK Investment Fund Limited (SAC) A (“VCK A”
or the “Reporting Person”), a segregated account of VCK Investment Fund Limited (SAC) (“VCK”);
VCK is a fund controlled by André Street de Aguiar (“André Street”) and Eduardo Cunha Monnerat
Solon de Pontes (“Eduardo Pontes”), who hold 50% of the management shares each; (ii) 100,000 Class A
Common Shares and 1,858,116 Class B Common Shares held of record by VCK Investment Fund Limited (SAC) E (“VCK E”),
a segregated account of VCK; (iii) 4,845,481 Class B Common Shares held of record by Cakubran Holdings Ltd. (“Cakubran”),
a company jointly controlled by VCK A and VCK E, which are segregated accounts of VCK; and (iv) 68,490,839 Class B Common Shares
held of record by HR Holdings, LLC, a company controlled by ACP Investments Ltd. — Arpex Capital, in turn jointly controlled
by VCK A and VCK E, which are segregated accounts of VCK. Each Class B Common Share is convertible into one Class A Common
Share at the option of its holder at any time.
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(2)
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Based on the quotient obtained by dividing (a) the aggregate number of Class A Common Shares and Class B Common Shares
beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 178,681,714 Class A Common Shares
outstanding as of December 31, 2019, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of Class
B Common Shares beneficially owned by the Reporting Person. The aggregate number of Class B Common Shares beneficially owned by
the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as-converted
into Class A Common Shares only for the purpose of computing the percentage ownership of the Reporting Person.
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(3)
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Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled
to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Shares because the Class
B Common Shares are treated as converted into Class A Common Shares for the purpose of this report.
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1
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NAME OF REPORTING PERSON
VCK Investment Fund Limited (SAC) E
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
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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
Bahamas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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5
|
|
SOLE VOTING POWER
NONE
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6
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SHARED VOTING POWER
76,654,651 (1)
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7
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SOLE DISPOSITIVE POWER
NONE
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8
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SHARED DISPOSITIVE POWER
76,654,651 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,654,651 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ☐
NOT APPLICABLE
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
30.0%(2)(3)
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12
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TYPE OF REPORTING PERSON
CO
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(1)
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Consists of (i) 100,000 Class A Common Shares and 1,858,116 Class B Common Shares held of record by VCK Investment Fund Limited
(SAC) E (“VCK E” or the “Reporting Person”), a
segregated account of VCK Investment Fund Limited (SAC) (“VCK”); VCK is a fund controlled by André
Street de Aguiar (“André Street”) and Eduardo Cunha Monnerat Solon de Pontes (“Eduardo
Pontes”), who hold 50% of the management shares each; (ii) 1,360,215 Class B Common Shares held of record by VCK
Investment Fund Limited (SAC) A (“VCK A”), a segregated account of VCK; (iii) 4,845,481 Class B Common
Shares held of record by Cakubran Holdings Ltd. (“Cakubran”), a company jointly controlled by VCK A and
VCK E, which are segregated accounts of VCK; and (iv) 68,490,839 Class B Common Shares held of record by HR Holdings, LLC, a company
controlled by ACP Investments Ltd. — Arpex Capital, in turn jointly controlled by VCK A and VCK E, which are segregated accounts
of VCK. Each Class B Common Share is convertible into one Class A Common Share at the option of its holder at any time.
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|
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(2)
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Based on the quotient obtained by dividing (a) the aggregate number of Class A Common Shares and Class B Common Shares
beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 178,681,714 Class A Common Shares
outstanding as of December 31, 2019, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of Class
B Common Shares beneficially owned by the Reporting Person. The aggregate number of Class B Common Shares beneficially owned by
the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as-converted
into Class A Common Shares only for the purpose of computing the percentage ownership of the Reporting Person.
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(3)
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Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled
to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Shares because the Class
B Common Shares are treated as converted into Class A Common Shares for the purpose of this report.
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1
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NAME OF REPORTING PERSON
André Street de Aguiar
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
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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
Brazilian Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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5
|
|
SOLE VOTING POWER
NONE
|
|
|
6
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SHARED VOTING POWER
76,654,651 (1)
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7
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SOLE DISPOSITIVE POWER
NONE
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8
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SHARED DISPOSITIVE POWER
76,654,651 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,654,651 (1)
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10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ☐
NOT APPLICABLE
|
|
11
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
30.0% (2)(3)
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12
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TYPE OF REPORTING PERSON
IN
|
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(1)
|
Consists of (i) 1,360,215 Class B Common Shares held of record by VCK Investment Fund Limited (SAC) A (“VCK A”),
a segregated account of VCK Investment Fund Limited (SAC) (“VCK”); VCK is a fund controlled by André
Street de Aguiar (“André Street” or the “Reporting Person”) and Eduardo
Cunha Monnerat Solon de Pontes (“Eduardo Pontes”), who hold 50% of the management shares each; (ii) 100,000
Class A Common Shares and 1,858,116 Class B Common Shares held of record by VCK Investment Fund Limited (SAC) E (“VCK
E”), a segregated account of VCK; (iii) 4,845,481 Class B Common Shares held of record by Cakubran Holdings Ltd.
(“Cakubran”), a company controlled by VCK A and VCK E, which are segregated accounts of VCK; and (iv)
68,490,839 Class B Common Shares held of record by HR Holdings, LLC, a company controlled by ACP Investments Ltd. — Arpex
Capital, in turn jointly controlled by VCK A and VCK E, which are segregated accounts of VCK. Each Class B Common Share is
convertible into one Class A Common Share at the option of its holder at any time.
|
|
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(2)
|
Based on the quotient obtained by dividing (a) the aggregate number of Class A Common Shares and Class B Common Shares
beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 178,681,714 Class A Common Shares
outstanding as of December 31, 2019, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of Class
B Common Shares beneficially owned by the Reporting Person. The aggregate number of Class B Common Shares beneficially owned by
the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as-converted
into Class A Common Shares only for the purpose of computing the percentage ownership of the Reporting Person.
|
|
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(3)
|
Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled
to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Shares because the Class
B Common Shares are treated as converted into Class A Common Shares for the purpose of this report.
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1
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NAME OF REPORTING PERSON
Eduardo Cunha Monnerat Solon de Pontes
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
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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
Brazilian Citizen
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
NONE
|
|
|
6
|
|
SHARED VOTING POWER
76,654,651 (1)
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|
|
7
|
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SOLE DISPOSITIVE POWER
NONE
|
|
|
8
|
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SHARED DISPOSITIVE POWER
76,654,651 (1)
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9
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,654,651 (1)
|
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ☐
NOT APPLICABLE
|
|
11
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
30.0% (2)(3)
|
|
12
|
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TYPE OF REPORTING PERSON
IN
|
|
|
(1)
|
Consists of (i) 100,000 Class A Common Shares and 1,858,116 Class B Common Shares held of record by VCK Investment Fund Limited
(SAC) E (“VCK E”), a segregated account of VCK Investment Fund Limited (SAC) (“VCK”);
VCK is a fund controlled by André Street de Aguiar (“André Street”) and Eduardo Cunha Monnerat
Solon de Pontes (“Eduardo Pontes” or the “Reporting Person”), who hold 50%
of the management shares each; (ii) 1,360,215 Class B Common Shares held of record by VCK Investment Fund Limited (SAC) A (“VCK
A”), a segregated account of VCK; (iii) 4,845,481 Class B Common Shares held of record by Cakubran Holdings Ltd.
(“Cakubran”), a company jointly controlled by VCK A and VCK E, which are segregated accounts of VCK;
and (iv) 68,490,839 Class B Common Shares held of record by HR Holdings, LLC, a company controlled by ACP Investments Ltd. —
Arpex Capital, in turn jointly controlled by VCK A and VCK E, which are segregated accounts of VCK. Each Class B Common Share
is convertible into one Class A Common Share at the option of its holder at any time.
|
|
|
(2)
|
Based on the quotient obtained by dividing (a) the aggregate number of Class A Common Shares and Class B Common Shares
beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 178,681,714 Class A Common Shares
outstanding as of December 31, 2019, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of Class
B Common Shares beneficially owned by the Reporting Person. The aggregate number of Class B Common Shares beneficially owned by
the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as-converted
into Class A Common Shares only for the purpose of computing the percentage ownership of the Reporting Person.
|
|
|
(3)
|
Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled
to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B Common Shares because the Class
B Common Shares are treated as converted into Class A Common Shares for the purpose of this report.
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Item 1.
(a) Name of Issuer
StoneCo Ltd.
(b) Address of Issuer’s Principal
Executive Offices
R. Fidêncio Ramos, 308, 10th floor—Vila Olímpia
São Paulo—SP, 04551-010, Brazil
Item 2(a). Name of Person Filing:
Item 2(b). Address of Principal Business Office:
Item 2(c). Citizenship:
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VCK Investment Fund Limited (SAC)
Bahamas Financial Centre, 2nd Floor, POBox N-1175
New Providence
Nassau, Bahamas
Bahamas Segregated Account Company (SAC)
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André Street de Aguiar
c/o StoneCo Ltd.
R. Fidêncio Ramos, 308, 10th floor—Vila Olímpia
São Paulo—SP, 04551-010, Brazil
Brazilian Citizen
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VCK Investment Fund Limited (SAC) A
Bahamas Financial Centre, 2nd Floor, POBox N-1175
New Providence
Nassau, Bahamas
Bahamas Segregated Account Company (SAC)
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Eduardo Cunha Monnerat Solon de
Pontes
1-2 Paris Garden, Room
3.06, South Bank
London, United Kingdom, SE1 8ND
Brazilian Citizen
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VCK Investment Fund Limited (SAC) E
Bahamas Financial Centre, 2nd Floor, POBox N-1175
New Providence
Nassau, Bahamas
Bahamas Segregated Account Company (SAC)
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(d) Title of Class of Securities
Class A Common Shares
(e) CUSIP Number
G85158106
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:
This statement is not filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c).
Item 4. Ownership
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially Owned
See row 9 of the Cover Pages for each of the Reporting Persons.
(b) Percent of Class
See row 11 of the Cover Pages for each of the Reporting Persons.
(c) Number of shares as to which such person
has:
(i) sole power to vote or to direct the
vote
See row 5 of the Cover Pages for each of the Reporting Persons.
(ii) shared power to vote or to direct the
vote
See row 6 of the Cover Pages for each of the Reporting Persons.
(iii) sole power to dispose or to direct
the disposition of
See row 7 of the Cover Pages for each of the Reporting Persons.
(iv) shared power to dispose or to direct
the disposition of
See row 8 of the Cover Pages for each of the Reporting Persons.
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 or Control Person.
Not Applicable.
Item 8. Identification and Classification of Members
of the Group.
See Exhibit A.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
Not Applicable.
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 this 13th day of February, 2020
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VCK Investment Fund Limited (SAC)
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/s/ Sheldon Cartwright
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By: Sheldon Cartwright
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Title: Director
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VCK Investment Fund Limited (SAC)
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/s/ T. Anja Davis
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By: T. Anja Davis
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Title: Director
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VCK Investment Fund Limited (SAC) A
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/s/ Sheldon Cartwright
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By: Sheldon Cartwright
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Title: Director
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VCK Investment Fund Limited (SAC) A
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/s/ T. Anja Davis
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By: T. Anja Davis
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Title: Director
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/s/ André Street de Aguiar
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By: André Street de Aguiar
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VCK Investment Fund Limited (SAC) E
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/s/ Sheldon Cartwright
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By: Sheldon Cartwright
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Title: Director
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VCK Investment Fund Limited (SAC) E
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/s/ T. Anja Davis
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By: T. Anja Davis
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Title: Director
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/s/ Eduardo Cunha Monnerat Solon de Pontes
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By: Eduardo Cunha Monnerat Solon de Pontes
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SCHEDULE 13G
EXHIBIT A
MEMBERS OF FILING GROUP
VCK Investment Fund Limited (SAC)
VCK Investment Fund Limited (SAC) A
VCK Investment Fund Limited (SAC) E
André Street de Aguiar (an individual who may be deemed
to control VCK Investment Fund Limited (SAC) A and who may be deemed to jointly control VCK Investment Fund Limited (SAC) together
with Eduardo Cunha Monnerat Solon de Pontes)
Eduardo Cunha Monnerat Solon de Pontes (an individual who may
be deemed to control VCK Investment Fund Limited (SAC) E and who may be deemed to jointly control VCK Investment Fund Limited (SAC)
together with André Street de Aguiar)
SCHEDULE 13G
EXHIBIT B
JOINT FILING AGREEMENT PURSUANT TO RULE
13d-1(k)(1)
The undersigned persons hereby agree that reports on Schedule
13G, and amendments thereto, with respect to the Class A Common Shares of StoneCo Ltd. may be filed in a single statement
on behalf of each of such persons.
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Dated: February 13, 2020
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VCK Investment Fund Limited (SAC)
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/s/ Sheldon Cartwright
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By: Sheldon Cartwright
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|
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Title: Director
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VCK Investment Fund Limited (SAC)
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/s/ T. Anja Davis
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By: T. Anja Davis
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Title: Director
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VCK Investment Fund Limited (SAC) A
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/s/ Sheldon Cartwright
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By: Sheldon Cartwright
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Title: Director
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VCK Investment Fund Limited (SAC) A
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/s/ T. Anja Davis
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By: T. Anja Davis
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Title: Director
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/s/ André Street de Aguiar
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By: André Street de Aguiar
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VCK Investment Fund Limited (SAC) E
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/s/ Sheldon Cartwright
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By: Sheldon Cartwright
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Title: Director
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VCK Investment Fund Limited (SAC) E
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/s/ T. Anja Davis
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By: T. Anja Davis
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Title: Director
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/s/ Eduardo Cunha Monnerat Solon de Pontes
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By: Eduardo Cunha Monnerat Solon de Pontes
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StoneCo (NASDAQ:STNE)
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From Mar 2024 to Apr 2024
StoneCo (NASDAQ:STNE)
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From Apr 2023 to Apr 2024
