Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
*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 (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).
SCHEDULE 13G
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CUSIP No. 054303102
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Page 2 of 7 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dynamo Internacional Gestao de Recursos Ltda.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(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
The Federative Republic of Brazil
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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
33,955,708
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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
33,955,708
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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
33,955,708
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.66%*
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12
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TYPE OF REPORTING PERSON (See Instructions)
FI
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*The information set forth
herein regarding percentages of beneficial ownership is based upon information regarding the number of shares of common stock of
Avon Products. Inc. (the “Issuer”) outstanding as of June 30, 2019, as disclosed by the Issuer in its quarterly report
on Form 10-Q for the period ended June 30, 2019 and filed with the Commission on August 1, 2019.
SCHEDULE 13G
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CUSIP No. 054303102
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Page 3 of 8 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dynamo Administração de Recursos Ltda.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(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
The Federative Republic of Brazil
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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
12,653,532
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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
12,653,532
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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
12,653,532
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.85%*
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12
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TYPE OF REPORTING PERSON (See Instructions)
FI
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*The information set forth
herein regarding percentages of beneficial ownership is based upon information regarding the number of shares of common stock of
Avon Products. Inc. (the “Issuer”) outstanding as of June 30, 2019, as disclosed by the Issuer in its quarterly report
on Form 10-Q for the period ended June 30, 2019 and filed with the Commission on August 1, 2019.
Item 1.
Avon Products, Inc.
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(b)
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Address of Issuer's Principal Executive Offices.
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Building 6, Chiswick Park, London W4 5HR,
United Kingdom
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(a)
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Name of Person Filing.
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This Statement on Schedule 13G is being filed
by Dynamo Internacional Gestão de Recursos Ltda. and Dynamo Administração de Recursos Ltda. (collectively,
the “Reporting Persons”), with respect to the shares of Common Stock, par value $0.25 per share (“Common Stock”)
of Avon Products, Inc. (the “Issuer”).
Dynamo Internacional Gestão de Recursos Ltda. serves as the
investment manager of Dynamo Brasil I LLC, Dynamo Brasil III LLC, Dynamo Brasil V LLC, Dynamo Brasil VI LLC, Dynamo Brasil VIII
LLLC, Dynamo Brasil IX LLC, Dynamo Brasil XIV LLC, Dynamo Brasil XV LLC, Dynamo Global Master Fundo de Investimento em Ações
– Investimento no Exterior and Dynamo Master Fund (Dynamo Global Master Fundo de Investimento em Ações –
Investimento no Exterior and Dynamo Master Fund together the “Master Funds”), which directly hold the shares of Common
Stock reported herein by Dynamo Internacional Gestão de Recursos Ltda.
The controlling
shareholders of Dynamo Global Master Fundo de Investimento em Ações – Investimento no Exterior are Dynamo Global
Fundo de Investimento em Cotas de Fundo de Investimento em Ações – Investimento no Exterior and Dybra Global
Fundo de Investimento em Cotas de Fundo de Investimento em Ações – Investimento no Exterior, and the controlling
shareholders of Dynamo Master Fund are Dynamo Fund and Dynamo Fund LLC.
Dynamo Administração
de Recursos Ltda. serves as the investment manager of Dynamo Cougar Fundo de Investimento em Ações, Ascese Fundo
de Investimento em Ações, Dybra Fundo de Investimento em Ações, DYC Fundo de Investimento em Ações,
TNAD Fundo de Investimento em Ações and São Fernando IV Fundo de Investimento em Ações, which
directly hold the Common Stock reported herein by Dynamo Administração de Recursos Ltda.
The funds managed
by Dynamo Internacional Gestão de Recursos Ltda. hold together 33,955,708 shares of Common Stock, which represent 7.66%
of the issued and outstanding shares of Common Stock. The funds managed by Dynamo Administração de Recursos Ltda.
hold together 12,653,532 shares of Common Stock, which represent 2.85% of the issued and outstanding shares of Common Stock. None
of the funds listed above hold more than 5% of the issued and outstanding shares of Common Stock.
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(b)
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Address of Principal Business Office or, if none, Residence.
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The address of the business office of
the Reporting Persons is Av. Ataulfo de Paiva, 1235 - 6 Andar, Rio de Janeiro, D5 22440-034, Brazil.
The Federative Republic of Brazil
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(d)
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Title of Class of Securities.
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Common Stock
054303102
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Item 3.
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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.
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(b)
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[_] Bank as defined in section 3(a)(6) of the Act.
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(c)
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[_] Insurance company as defined in section 3(a)(19) of the Act.
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(d)
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[_] Investment company registered under section 8 of the Investment Company Act of 1940.
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(e)
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[_] An investment adviser in accordance with § 240.13(d)-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 association 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.
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(j)
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[X] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J).
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(k)
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[_] Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
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If filing as a non-U.S. institution
in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: investment adviser registered with the
Comissão de Valores Mobiliários of the Federative Republic of Brazil.
The information required by Items 4(a)-(c)
is set forth in Rows 5-11 of each Cover Page and is incorporated herein by reference.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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 [_].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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The Reporting Persons are
filing this Statement on Schedule 13G with respect to Common Stock held directly by the funds listed on item 2(a) above. No such
person is known to have such an interest relating to more than 5% of the class of subject securities.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company.
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Not applicable.
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Item 8.
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Identification and Classification of Member of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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.
By
signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to investment advisers
registered with the Comissão de Valores Mobiliários of the Federative Republic of Brazil is substantially comparable
to the regulatory scheme applicable to the functionally equivalent U.S. institution(s).
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: September 10, 2019
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Dynamo Internacional Gestão de Recursos Ltda.
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By:
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/s/ Luiz Felipe de Almeida Campos
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Name:
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Luiz Felipe de Almeida Campos
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Title:
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Director
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Dynamo Administração de Recursos Ltda.
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By:
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/s/ Luiz Felipe de Almeida Campos
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Name:
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Luiz Felipe de Almeida Campos
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Title:
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Director
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