0001493152-24-014082.txt : 20240409 0001493152-24-014082.hdr.sgml : 20240409 20240409164048 ACCESSION NUMBER: 0001493152-24-014082 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240409 DATE AS OF CHANGE: 20240409 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Vasta Platform Ltd CENTRAL INDEX KEY: 0001792829 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91599 FILM NUMBER: 24833199 BUSINESS ADDRESS: STREET 1: AVENIDA PAULISTA, 901, 6TH FLOOR STREET 2: JARDIM PAULISTA CITY: SAO PAULO STATE: D5 ZIP: 01310-100 BUSINESS PHONE: 55 11 3133-7559 MAIL ADDRESS: STREET 1: AVENIDA PAULISTA, 901, 6TH FLOOR STREET 2: JARDIM PAULISTA CITY: SAO PAULO STATE: D5 ZIP: 01310-100 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMPASS GROUP LLC CENTRAL INDEX KEY: 0001317627 ORGANIZATION NAME: IRS NUMBER: 133859813 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 421-2747 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 formsc13ga.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934 (Amendment No. 5)*

 

Vasta Platform Limited

 

(Name of Issuer)

 

Class A Common Shares, US $0.00005

 

(Title of Class of Securities)

 

G9440A109

 

(CUSIP Number)

 

March 31, 2024

 

(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).

 

 

 

 
 

 

CUSIP No. G9440A109  

 

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
   
  2,166,583*
   
7. SOLE DISPOSITIVE POWER
   
  0
   
8. SHARED DISPOSITIVE POWER
   
  2,166,583*
   
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  2,166,583*
   
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)
   
  11.9%*
   
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IA

 

 
 

 

CUSIP No. G9440A109

 

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

 

 
 

 

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 – 2,166,583*
     
  (b) Percent of class:
     
    Compass Group LLC – 11.9%*
     
  (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 – 2,166,583*
     
  (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 – 2,166,583*

 

 

* The Class A Common Shares, US $0.00005 per share (the “Shares”), of Vasta Platform Limited 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 Adviser 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 Adviser disclaims beneficial ownership of the Shares reported herein except to the extent of its pecuniary interest, if any, therein.

 

 

 

 

CUSIP No. G9440A109

 

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.

 

 

 

 

CUSIP No. G9440A109

 

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: April 9th, 2024

 

  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).