SC 13G/A 1 arce-sc13ga_123122.htm AMENDMENT TO FORM SC 13G

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)

 

Arco Platform Ltd.

 

(Name of Issuer)

 

Class A Common Stock

 

(Title of Class of Securities)

 

G04553106

 

(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 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

(Continued on following pages)

 

 

 

 

CUSIP No. G04553106
1

NAME OF REPORTING PERSONS

 

Keenan Capital, LLC

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

California

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

 

6

SHARED VOTING POWER

4,735,445

 

7

SOLE DISPOSITIVE POWER

0

 

8

SHARED DISPOSITIVE POWER

4,735,445

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,735,445

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

16.08%

 

12

TYPE OF REPORTING PERSON

IA

 

       

 

 

 

CUSIP No. G04553106
1

NAME OF REPORTING PERSONS

 

Keenan Capital GP, LLC

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

 

6

SHARED VOTING POWER

4,735,445

 

7

SOLE DISPOSITIVE POWER

0

 

8

SHARED DISPOSITIVE POWER

4,735,445

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,735,445

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

16.08%

 

12

TYPE OF REPORTING PERSON

OO

 

       

 

 

 

CUSIP No. G04553106
1

NAME OF REPORTING PERSONS

 

Keenan Capital Fund, LP

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

 

6

SHARED VOTING POWER

4,735,445

 

7

SOLE DISPOSITIVE POWER

0

 

8

SHARED DISPOSITIVE POWER

4,735,445

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,735,445

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

16.08%

 

12

TYPE OF REPORTING PERSON

PN

 

       

 

 

 

CUSIP No. G04553106
1

NAME OF REPORTING PERSONS

 

Charles J. Keenan, IV

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

 

6

SHARED VOTING POWER

4,735,445

 

7

SOLE DISPOSITIVE POWER

0

 

8

SHARED DISPOSITIVE POWER

4,735,445

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,735,445

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

16.08%

 

12

TYPE OF REPORTING PERSON

IN

 

       

 

 

 

Item 1(a).Name of Issuer:

 

Arco Platform, Ltd.

 

Item 1(b).Address of Issuer’s Principal Executive Offices:

 

Rua Augusta 2840, 9th Floor, Suite 91

Consalacao, Sau Paulo – SP

01412-100 Brazil

 

Item 2(a).Name of Person Filing:

 

This Schedule 13G is being filed jointly by Keenan Capital, LLC (“Keenan Capital”), Keenan Capital GP, LLC (“KCGP”), Keenan Capital Fund, LP (KCF) and Charles J. Keenan, IV (“Mr. Keenan” and together with Keenan Capital, KCGP, KCF, the “Reporting Persons”) with respect to shares of Class A Common Stock, par value

$0.00005 of Arco Platform Ltd.

 

Item 2(b).Address of Principal Business Office or, if None, Residence:

 

The address of the principal business office of the Reporting Persons is:

 

1229 Burlingame Avenue, Suite 201

Burlingame, CA 94010.

 

Item 2(c).Citizenship:

 

Keenan Capital is a California limited liability company. KCGP is a Delaware limited liability company. KCF is a Delaware limited partnership. Mr. Keenan is a citizen of the United States of America.

 

Item 2(d).Title of Class of Securities:

 

Class A Common Stock, par value $0.00005.

 

Item 2(e).CUSIP Number:

 

G04553106

 

Item 3.If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

Item 4.Ownership.

 

A.Keenan Capital, LLC

 

(a)Amount beneficially owned: 4,735,455 shares
(b)Percent of Class: 16.08%
(c)Number of shares as to which Keenan Capital has:

 

 

 

 

(i)Sole power to vote or to direct the vote: 0
(ii)Shared power to vote or to direct the vote: 4,735,455
(iii)Sole power to dispose or to direct the disposition of: 0
(iv)Shared power to dispose or to direct the disposition of: 4,735,455

 

B.Keenan Capital GP, LLC

 

(a)Amount beneficially owned: 4,735,455 shares
(b)Percent of Class: 16.08%
(c)Number of shares as to which KCGP has:
(i)Sole power to vote or to direct the vote: 0
(ii)Shared power to vote or to direct the vote: 4,735,455
(iii)Sole power to dispose or to direct the disposition of: 0
(iv)Shared power to dispose or to direct the disposition of: 4,735,455

 

C.Keenan Capital Fund, LP
(a)Amount beneficially owned: 4,735,455 shares
(b)Percent of Class: 16.08%
(c)Number of shares as to which KCFLP has:
(i)Sole power to vote or to direct the vote: 0
(ii)Shared power to vote or to direct the vote: 4,735,455
(iii)Sole power to dispose or to direct the disposition of: 0
(iv)Sharedpower to dispose or to direct the disposition of: 4,735,455

 

D.Charles J. Keenan, IV

 

(a)Amount beneficially owned: 4,735,455 shares
(b)Percent of Class: 16.08%
(c)Number of shares as to which Mr. Keenan has:
(i)Sole power to vote or to direct the vote: 0
(ii)Shared power to vote or to direct the vote: 4,735,455
(iii)Sole power to dispose or to direct the disposition of: 0
(iv)Shared power to dispose or to direct the disposition of: 4,735,455

 

The percentage ownership for each of the Reporting Persons is based on 29,450,551 shares of the Issuer’s Class A Common Stock, par value $0.00005 per share (“Class A Shares”), issued and outstanding on April 8, 2022 as disclosed in the Issuer’s most recent Form 6-K filed by the Issuer with the U.S. Securities and Exchange Commission (“SEC”) on April 13, 2022.

 

Keenan Capital Fund, LP (“KCF”) directly owns 4,735,445 Class A Shares. KCF is controlled by KCGP, which delegates investment decisions to Keenan Capital. KCGP may terminate such delegation at any time and retain the voting and dispositive power over the Class A Shares held by KCF. Accordingly, KCGP may be deemed to be a beneficial owner of such shares. KCGP disclaims beneficial ownership of the Class A Shares by virtue of the delegation of power to Keenan Capital.

 

As the Manager of KCF, and pursuant to the delegation by KCGP referenced above, Keenan Capital has the ultimate voting and dispositive power over the Class A Shares held by KCF, making Keenan Capital a beneficial owner of such shares. As sole owner and Manager of Keenan Capital, as well as the sole owner of KCGP, Mr. Keenan may be deemed to be a beneficial owner of the Class A Shares held by KCF.

 

 

 

 

Item 5.Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8.Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.Certifications.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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, other than activities solely in connection with a nomination under

§ 240.14a-11.

 

 

 

 

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

 

  Keenan Capital, LLC  
       
  By: /s/ Charles J. Keenan, IV  
  Name: Charles J. Keenan, IV  
  Title:    Manager  
       
  Keenan Capital GP, LLC  
       
  By: /s/ Charles J. Keenan, IV  
  Name: Charles J. Keenan, IV  
  Title:    Manager  
       
  Keenan Capital Fund, LP  
       
  By: /s/ Charles J. Keenan, IV  
  Name: Charles J. Keenan, IV  
  Title:    Manager  
       
  Individual  
     
  Charles J. Keenan, IV  

 

 

 

 

[Signature page to Schedule 13G]

 

 

 

 

LIST OF EXHIBITS

 

Exhibit No. Description
A Joint Filing Agreement