azul20200414_6k.htm - Generated by SEC Publisher for SEC Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2020

Commission File Number: 001-38049

Azul S.A.

(Name of Registrant)

Edifício Jatobá, 8th floor, Castelo Branco Office Park

Avenida Marcos Penteado de Ulhôa Rodrigues, 939

Tamboré, Barueri, São Paulo, SP 06460-040, Brazil.

+55 (11) 4831 2880

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ¨ No x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ¨ No x

Notice to the Market

April | 2020

Clarification about Sale of Controlling Shareholder Stake

São Paulo, April 14, 2020 – Azul S.A. (B3: AZUL4, NYSE: AZUL) announces to the market that its controlling shareholder reduced its non-voting position from 11,432,352 preferred shares, representing 3.34% of this class of shares, to 2,116,004 preferred shares during the month of March of 2020. The Company clarifies that there was no change in the position of his 622,406,638 common (voting) shares.

David Neeleman, founder and controlling shareholder, stated that he had entered a personal loan in 2019 totaling US$30 million using part of his Azul shares as guarantee, since he had no intention to sell his shares because of his belief in the Company’s potential. The impact of the Covid-19 pandemic in the markets, however, triggered a margin call on his loan, and given the speed of the developments and the fact that David had other investments in the sector with no liquidity including TAP and Breeze, there was no time to access other sources of capital. As a result, the banks were required to execute the margin call on his loans.

David reaffirms that he did not actively sell any of his Azul shares.

About Azul

Azul S.A. (B3: AZUL4, NYSE: AZUL), the largest airline in Brazil by number of flight departures and cities served, offers 916 daily flights to 116 destinations. With an operating fleet of 140 aircraft and more than 12,000 crewmembers, the Company has a network of 249 non-stop routes as of December 31, 2019. In 2019, Azul was awarded best airline in Latin America by TripAdvisor Travelers’ Choice and also best regional carrier in South America for the ninth consecutive time by Skytrax. For more information visit www.voeazul.com.br/ir.

Contact:

Investor Relations

Tel: +55 11 4831 2880

invest@voeazul.com.br

Media Relations

Tel: +55 11 4831 1245

imprensa@voeazul.com.br

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

                                                                                                                By:   /s/ Alexandre Wagner Malfitani
                                                                                                                Name: Alexandre Wagner Malfitani
                                                                                                                Title: Chief Financial Officer