If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.¨
*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.
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).
1 |
NAME OF REPORTING PERSON
Bertelsmann SE & Co. KGaA |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) ¨
(b) x |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (See Instructions)
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
— |
8 |
SHARED VOTING POWER
40,672,048 |
9 |
SOLE DISPOSITIVE POWER
40,672,048 |
10 |
SHARED DISPOSITIVE POWER
— |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,672,048 (1) |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.56% (2)(3) |
14 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
1 |
NAME OF REPORTING PERSON
Erste WV Gütersloh GmbH |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) ¨
(b) x |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (See Instructions)
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
— |
8 |
SHARED VOTING POWER
40,672,048 |
9 |
SOLE DISPOSITIVE POWER
40,672,048 |
10 |
SHARED DISPOSITIVE POWER
— |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,672,048 (1) |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.56% (2)(3) |
14 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
(1) |
Aggregate amount beneficially owned
by Bertelsmann SE & Co. KGaA (“Bertelsmann”) and Erste WV Gütersloh GmbH, a wholly-owned direct subsidiary of
Bertelsmann (“Erste” and collectively with Bertelsmann, the “Reporting Person”) consists of 29,074,134 Class
B common shares and 11,597,914 Class A common shares held of record by the Reporting Person. Each Class B common share held of record
by the Reporting Person is convertible into one Class A common share at the option of its holder at any time. |
(2) |
Represents the quotient obtained by dividing (a) the
number of Class B common shares and Class A common shares beneficially owned by the Reporting Person as set forth in Row 11 by (b) the
sum of (i) 44,133,783 Class A common shares outstanding as of March 31, 2023 as reported by the Issuer in its Current Report
on Form 6-K, filed with the Securities and Exchange Commission (the “Commission”) on May 24, 2023 (as reduced by the
number of treasury shares as reported therein), 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. As of March 31, 2023, the number of Class A common shares outstanding
was 44,133,783 and the percentage beneficially owned was 53.27%. |
(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. |
Explanatory Note
This
Amendment No. 19 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Person on August 10, 2021
(the “Original Schedule 13D”, as further amended on March 4, 2022, “Amendment No. 1”, as further amended on April
18, 2022, “Amendment No. 2”, as further amended on April 25, 2022, “Amendment No. 3,” as further amended on May
4, 2022, “Amendment No. 4,” as further amended on May 23, 2022, “Amendment No. 5,” as further amended on May
27, 2022, “Amendment No. 6,” as further amended on August 1, 2022, “Amendment No. 7,” as further amended on August
31, 2022, “Amendment No. 8,” as further amended on September 23, 2022, “Amendment No. 9,” as further amended
on October 24, 2022, “Amendment No. 10,” as further amended on November 9, 2022, “Amendment No. 11,” as further
amended on November 29, 2022, “Amendment No. 12,” as further amended on December 16, 2022, “Amendment No. 13,”
as further amended on December 21, 2022, “Amendment No. 14,” as further amended on January 12, 2023, “Amendment No.
15,” as further amended on February 23, 2023, “Amendment No. 16,” as further amended on March 29, 2023, “Amendment
No. 17,” as further amended on May 1, 2023, “Amendment No. 18,” and, as amended and supplemented by this Amendment,
the “Schedule 13D”). Except as specifically provided herein, this Amendment does not modify any of the information previously
reported on the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment
No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment
No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17 or Amendment No. 18. Capitalized terms not otherwise defined in this Amendment
shall have the same meanings ascribed thereto in the Original Schedule 13D. This Schedule 13D relates to the Class A common shares, par
value $0.00005, of Afya Limited, an exempted liability company incorporated under the laws of the Cayman Islands (the “Issuer”),
having its registered offices at Alameda Oscar Niemeyer, No. 119, Salas 502, 504, 1,501 and 1,503, Vila da Serra, Nova Lima, Minas Gerais
Brazil.
Item 3. |
Source and Amount of Funds or Other Consideration |
This
Amendment No. 19 amends and supplements Item 3 of the Original Schedule 13D (as amended by Amendment No. 3, Amendment No. 5, Amendment
No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 14, Amendment No. 15, Amendment
No. 16, Amendment No. 17 and Amendment No. 18) as follows:
The
Reporting Person purchased an additional 916,517 Class A common shares pursuant to the Trading Plan for a purchase price of $11,031,068.26,
or an average of $12.04 per Class A common share. Such price was funded by the Reporting Person through internally generated funds.
Item 5. |
Interest in Securities of the Issuer. |
This
Amendment No. 19 amends and supplements Item 5 of the Original Schedule 13D (as amended by Amendment No. 1, Amendment No. 2, Amendment
No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment
No. 12, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17 and Amendment No. 18) as follows:
(a)
The information relating to the beneficial ownership of Class A common shares by the Reporting Person as set forth in rows 7 through
13 of the cover pages hereto is incorporated by reference. The Reporting Person is the beneficial owner of 11,597,914 Class A common
shares, which represents 26.28% of the Class A common shares outstanding based on 44,133,783 Class A common shares outstanding as
of March 31, 2023 as reported by the Issuer in its Current Report on Form 6-K, filed with the Commission on May 24, 2023 (as reduced
by the number of treasury shares as reported therein). Except as set forth in this Item 5(a), the Reporting Person does not own beneficially
any Class A common shares. The Reporting Person will provide upon request of the SEC staff the full information regarding the number
of shares purchased or sold at each separate price.
(b)
The Reporting Person has shared power to vote and dispose of 11,597,914 Class A common shares.
(c)
The Reporting Person has purchased the following Class A common shares in open market transactions pursuant to the Trading Plan since
the filing of the Schedule 13D/A on May 1, 2023:
|
|
|
|
|
|
Transaction
Date |
|
Class
A Common Shares Purchased |
|
|
Average
Price Per Share |
April 28, 2023 |
|
27,711 |
|
|
11.73 |
May 1, 2023 |
|
14,696 |
|
|
11.69 |
May 2, 2023 |
|
14,758 |
|
|
11.59 |
May 3, 2023 |
|
21,178 |
|
|
11.30 |
May 4, 2023 |
|
18,600 |
|
|
10.95 |
May 5, 2023 |
|
28,305 |
|
|
11.36 |
May 8, 2023 |
|
49,716 |
|
|
11.09 |
May 9, 2023 |
|
24,900 |
|
|
11.58 |
May 10, 2023 |
|
25,741 |
|
|
11.30 |
May 11, 2023 |
|
39,137 |
|
|
11.15 |
May 12, 2023 |
|
14,700 |
|
|
11.51 |
May 15, 2023 |
|
11,849 |
|
|
11.73 |
May 16, 2023 |
|
16,700 |
|
|
11.55 |
May 17, 2023 |
|
14,335 |
|
|
11.38 |
May 18, 2023 |
|
44,895 |
|
|
11.65 |
May 19, 2023 |
|
45,100 |
|
|
11.94 |
May 22, 2023 |
|
26,198 |
|
|
11.82 |
May 23, 2023 |
|
17,000 |
|
|
11.89 |
May 24, 2023 |
|
36,900 |
|
|
11.68 |
May 25, 2023 |
|
38,199 |
|
|
12.78 |
May 26, 2023 |
|
28,557 |
|
|
12.89 |
May 30, 2023 |
|
32,750 |
|
|
12.17 |
May 31, 2023 |
|
45,657 |
|
|
11.68 |
June 1, 2023 |
|
17,650 |
|
|
11.82 |
June 2, 2023 |
|
16,451 |
|
|
12.46 |
June 5, 2023 |
|
24,700 |
|
|
12.48 |
June 6, 2023 |
|
37,900 |
|
|
12.60 |
June 7, 2023 |
|
23,000 |
|
|
12.78 |
June 8, 2023 |
|
42,916 |
|
|
12.95 |
June 9, 2023 |
|
14,933 |
|
|
12.87 |
June 12, 2023 |
|
19,056 |
|
|
13.05 |
June 13, 2023 |
|
25,275 |
|
|
13.23 |
June 14, 2023 |
|
27,600 |
|
|
13.09 |
June 15, 2023 |
|
29,454 |
|
|
|
|
13.25 |
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: June 20, 2023 |
|
|
|
|
BERTELSMANN SE & CO. KGAA |
|
|
|
By: |
ppa /s/ Martin Dannhoff |
|
Name: Martin Dannhoff |
|
Title: SVP Corporate Legal |
|
|
|
Name: Denise Abel |
|
Title: SVP Corporate Legal |
|
|
|
Name: Martin Dannhoff |
|
Title: Director |
|
Name: Denise Abel |
|
Title: Director |