Amended Statement of Ownership (sc 13g/a)
14 Febbraio 2023 - 8:51PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934 (Amendment No. 3)*
Vasta
Platform Limited
(Name
of Issuer)
Class
A Common Shares, US $0.00005
(Title
of Class of Securities)
G9440A109
(CUSIP
Number)
December
31, 2022
(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 (“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).
| 1.
|
NAME
OF REPORTING PERSONS |
| |
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| |
|
| |
Compass
Group 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 |
| |
|
| |
New
York |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 5. |
SOLE
VOTING POWER |
| |
|
| |
0 |
| |
|
| 6. |
SHARED
VOTING POWER |
| |
|
| |
4,023,818* |
| |
|
| 7. |
SOLE
DISPOSITIVE POWER |
| |
|
| |
0 |
| |
|
| 8. |
SHARED
DISPOSITIVE POWER |
| |
|
| |
4,023,818* |
| |
|
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
4,023,818* |
| |
|
| 10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
☐ |
| |
|
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| |
|
| |
21.12%* |
| |
|
| 12. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
IA |
| Item
1. |
(a). |
Name
of Issuer:
Vasta
Platform Limited |
| |
|
|
| |
(b). |
Address
of issuer’s principal executive offices:
Av.
Paulista, 901, 5th Floor
Bela
Vista, São Paulo—SP
CEP
01310-100, Brazil |
| |
|
|
| Item
2. |
(a). |
Name
of person filing:
Compass
Group LLC |
| |
|
|
| |
(b). |
Address
or principal business office or, if none, residence:
Compass
Group LLC
590 Madison Avenue
33RD Floor
New
York, New York 10022 |
| |
|
|
| |
(c). |
Citizenship:
Compass
Group LLC – New York, United States |
| |
|
|
| |
(d). |
Title
of class of securities:
Class
A Common Shares, US$ 0.00005 |
| |
|
|
| |
(e). |
CUSIP
No.:
G9440A109 |
| 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 |
| |
|
| |
Compass
Group LLC: |
| |
(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)
|
☒ |
Investment
Adviser in accordance with § 240.13d-1(b)(1)(ii)(E) |
| |
(f) |
☐ |
Employee
benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F) |
| |
(g) |
☐ |
Parent
Holding Company or control person in accordance with §240.13d-1(b)(ii)(G) |
| |
(h) |
☐ |
Savings
Association as defined in §3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) |
| |
(i) |
☐ |
Church
plan that is excluded from the definition of an investment company under §3(c)(15) 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)(ii)(J) |
| |
(k) |
☐ |
Group,
in accordance with §240.13d-1(b)(ii)(K) (a) [_] |
| 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: |
| |
|
|
| |
|
Compass
Group LLC – 4,023,818* |
| |
|
|
| |
(b) |
Percent
of class: |
| |
|
|
| |
|
Compass
Group LLC – 21.12%* |
| |
|
|
| |
(c) |
Number
of shares as to which the person has: |
| |
(i) |
Sole
power to vote or to direct the vote |
| |
|
|
| |
|
Compass
Group LLC – 0 |
| |
|
|
| |
(ii) |
Shared
power to vote or to direct the vote |
| |
|
|
| |
|
Compass
Group LLC – 4,023,818* |
| |
|
|
| |
(iii) |
Sole
power to dispose or to direct the disposition of |
| |
|
|
| |
|
Compass
Group LLC – 0* |
| |
|
|
| |
(iv) |
Shared
power to dispose or to direct the disposition of |
| |
|
|
| |
|
Compass
Group LLC – 4,023,818* |
*
The Class A Common Shares, US $0.00005 per share (the “Shares”), of Vasta Platform Limited (the “Company”) reported
herein are held by one or more private funds and separately managed accounts managed by Compass
Group LLC (the “Adviser”).
This
report shall not be deemed an admission that the Reporting Person or any of its affiliates are beneficial owners of the securities reported
herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person
disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting person’s pecuniary interest
therein.
| 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 [ ]. |
| |
|
| |
N/A |
| |
|
| Item
6. |
Ownership
of More Than Five Percent on Behalf of Another Person. |
| |
|
| |
If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest
relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or
endowment fund is not required. |
| |
|
| |
N/A |
| |
|
| Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person. |
| |
|
| |
If
a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under
Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary. |
| |
|
| |
N/A |
| |
|
| Item
8. |
Identification
and Classification of Members of the Group. |
| |
|
| |
If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to
Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group. |
| |
|
| |
N/A |
| |
|
| Item
9. |
Notice
of Dissolution of Group. |
| |
|
| |
Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual
capacity. See Item 5. |
| |
|
| |
N/A |
| |
|
| Item
10. |
Certification. |
| |
|
| |
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. |
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 14, 2023
| |
Compass
Group LLC |
| |
|
| |
By: |
/s/
Pedro Alvizua |
| |
|
Pedro
Alvizua, Chief Compliance Officer |
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner
of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the
statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to be sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
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