SC 13G

NAME OF REPORTING PERSONS

GIC Private Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of Singapore

SC 13G 1 d270427dsc13g.htm SC 13G SC 13G

SCHEDULE 13G


CUSIP No. G9470A102		Page 1 of 5 Pages

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ) *

VTEX

(Name of Issuer)

Class A common shares, par value US$0.0001 per common share

(Title of Class of Securities)

G9470A102

(CUSIP Number)

November 19, 2021

(Date of the 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 provision of the Act (however, see the Notes.)

SCHEDULE 13G


CUSIP No. G9470A102		Page 2 of 5 Pages

(1)	Based on 74,239,544 Class A common shares outstanding immediately after the IPO dated July 22, 2021, according to the prospectus filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on July 22, 2021.

SCHEDULE 13G


CUSIP No. G9470A102		Page 3 of 5 Pages

Item 1(a) Name of Issuer

VTEX

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

125 Kingsway, WC2B 6NH

London, United Kingdom

Item 2(a) Name of Persons Filing

GIC Private Limited (“GIC”)

Item 2(b) Address of Principal Business Office or, if none, Residence

168 Robinson Road

#37-01 Capital Tower

Singapore 068912

Item 2(c) Citizenship

Singapore

Item 2(d) Title of Class of Securities

Class A common shares, par value US$0.0001 per common share

Item 2(e) CUSIP Number

G9470A102

Item 3 If this statement in filed pursuant to §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4 Ownership

(a - c) The aggregate number of securities and percentage of the class of securities of the Issuer beneficially owned by the Reporting Person named in Item 2(a), as well as the number of securities as to which such person is deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, shared power to dispose or direct the disposition, is set forth in the following tables:

Reporting Person

No. of Securities
Beneficially Owned

Percent of Class
(3)

Voting Power

Dispositive Power

Sole (1), (2)

Shared (1),
(2)

Sole (1), (2)

Shared (1),
(2)

GIC Private Limited

4,413,559

5.95

4,018,036

395,523

4,018,036

395,523

SCHEDULE 13G


CUSIP No. G9470A102		Page 4 of 5 Pages

(1)

GIC is a fund manager and only has 2 clients – the Government of Singapore (“GoS”) and the Monetary Authority of Singapore (“MAS”). Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC has the sole power to vote and power to dispose of the 4,018,036 securities beneficially owned by it. GIC shares power to vote and dispose of 395,523 securities beneficially owned by it with MAS.

(2)	GIC disclaims membership in a group.

(3)	Based on 74,239,544 Class A common shares outstanding immediately after the IPO dated July 22, 2021, according to the prospectus filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on July 22, 2021.

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

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.

SCHEDULE 13G


CUSIP No. G9470A102		Page 5 of 5 Pages

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 as dated below.


GIC PRIVATE LIMITED

By:		/s/ Loh Sze Ling
		Loh Sze Ling
		Senior Vice President
		24-Nov-2021

By:		/s/ Diane Liang
		Diane Liang
		Senior Vice President
		24-Nov-2021

SEC Form SC 13G filed by VTEX