SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. )*
|Arco Platform Limited|
|(Name of Issuer)|
|Class A Common Shares, par value $0.00005 per share|
|(Title of Class of Securities)|
|December 31, 2018|
|(Date of Event which Requires Filing of this Statement)|
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 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 (“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).
NAME OF REPORTING PERSON
Ari de Sá Cavalcante Neto
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION
SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
SOLE VOTING POWER
SHARED VOTING POWER
SOLE DISPOSITIVE POWER
SHARED DISPOSITIVE POWER
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
TYPE OF REPORTING PERSON
|(1)||Consists of (i) 8,297,485 Class B common shares held by ASCN Investments Ltd., the sole shareholder of which is Ari de Sá Cavalcante Neto, and (ii) 483,487 Class A common shares (issuable to Ari de Sá Cavalcante Neto upon exercise of an outstanding stock option that is exercisable within 60 days of December 31, 2018) held directly by Ari de Sá Cavalcante Neto. Each Class B common share 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 aggregate number of Class A common shares and Class B common shares beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 23,693,775 Class A common shares outstanding as of December 31, 2018, as reported by the Issuer to the|
Reporting Person, 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.
|(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.|
|ITEM 1.||(a)||Name of Issuer: Arco Platform Limited (the “Issuer”)|
|(b)||Address of Issuer’s Principal Executive Offices:|
Rua Elvira Ferraz 250, Sala 716
Vila Olímpia, São Paulo - SP, 04552-040
|ITEM 2.||(a)||Name of Person Filing:|
This Schedule 13G is being filed by Ari de Sá Cavalcante Neto (the “Reporting Person”).
|(b)||Address of Principal Business Office, or if None, Residence:|
The principal office and business address of Mr. Cavalcante Neto is Rua Elvira Ferraz 250, Sala 716, Vila Olímpia, São Paulo - SP, 04552-040, Brazil
|(c)||Citizenship or Place of Organization:|
See row 4 of the cover sheet of the Reporting Person.
|(d)||Title of Class of Securities:|
This Schedule 13G relates to the Issuer’s Class A common shares, par value $0.00005 per share.
|ITEM 3.||IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:|
The information set forth in Item 2 above is incorporated by reference for the Reporting Person.
(a) Amount beneficially owned:
See row 9 of the cover sheet of the Reporting Person.
(b) Percent of class:
See row 11 of the cover sheet of the Reporting Person.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See row 5 of the cover sheet of the Reporting Person.
(ii) Shared power to vote or to direct the vote:
See row 6 of the cover sheet of the Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
See row 7 of the cover sheet of the Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
See row 8 of the cover sheet of the Reporting Person.
As of February 14, 2019, Ari de Sá Cavalcante Neto owns his Class B common shares in the Issuer through ASCN Investments Ltd. ASCN Investments Ltd. is directly owned by Ari de Sá Cavalcante Neto. The principal office and business address of ASCN Investments Ltd. is Maples Corporate Services Limited, PO Box 309, Ugland House, George Town, Grand Cayman, Cayman Islands KY1-1104.
|ITEM 5.||OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.|
|ITEM 6.||OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.|
|ITEM 7.||IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.|
|ITEM 8.||IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.|
|ITEM 9.||NOTICE OF DISSOLUTION OF GROUP.|
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, 2019
|By:||/s/ Ari de Sá Cavalcante Neto|
|Ari de Sá Cavalcante Neto|