SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
CUSIP NO. G68707 101 | SCHEDULE 13G/A | Page 2 of 8 Pages |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Universo Online S.A. (“UOL”) | ||||||||||
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 Brazil | ||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 121,259,312(1)(2) | |||||||||
6 | SHARED VOTING POWER 0 | ||||||||||
7 | SOLE DISPOSITIVE POWER 121,259,312(1)(2) | ||||||||||
8 | SHARED DISPOSITIVE POWER 0 | ||||||||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 121,259,312 (1)(2) | ||||||||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐ | ||||||||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 36.79%(2)(3)(4) | ||||||||||
12 | TYPE OF REPORTING PERSON (See Instructions) HC |
(1) | Consists of 799,804 Class A Common Shares and 120,459,508 Class B Common Shares held of record by UOL, a company controlled by OFL Participações S.A., in turn controlled by Luis Frias. | ||||
(2) | Each Class B Common Share is convertible at any time into one Class A Common Share. | ||||
(3) | Based on the quotient obtained by dividing (a) the aggregate number of Class A and Class B Common Shares beneficially owned by UOL as set forth in Row 9 by (b) the sum of (i) 209,148,718 Class A Common Shares (including treasury shares) outstanding as of December 31, 2022, as reported by the Issuer to UOL, and (ii) 120,459,508 Class B Common Shares beneficially owned by UOL. The aggregate number of Class B Common Shares beneficially owned by UOL set forth in clause “(b)” of this footnote are treated as converted into Class A Common Shares only for the purpose of computing the percentage ownership of UOL. | ||||
(4) | Each Class A Common Share is entitled to one vote and each Class B Common Share is entitled to ten votes. There were 120,459,508 Class B Common Shares outstanding as of December 31, 2022, as reported by the Issuer to UOL, all of which are beneficially owned by UOL. The percentage reported does not reflect the ten to one voting power of the Class B Common Shares because these shares are treated as converted into Class A Common Shares for the purpose of this report. |
CUSIP NO. G68707 101 | SCHEDULE 13G/A | Page 3 of 8 Pages |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) OFL Participações S.A. | ||||||||||
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 Brazil | ||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 121,259,312(1)(2) | |||||||||
6 | SHARED VOTING POWER 0 | ||||||||||
7 | SOLE DISPOSITIVE POWER 121,259,312(1)(2) | ||||||||||
8 | SHARED DISPOSITIVE POWER 0 | ||||||||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 121,259,312 (1)(2) | ||||||||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐ | ||||||||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 36.79%(2)(3)(4) | ||||||||||
12 | TYPE OF REPORTING PERSON (See Instructions) HC |
(1) | Consists of 799,804 Class A Common Shares and 120,459,508 Class B Common Shares held of record by UOL, a company controlled by OFL Participações S.A., in turn controlled by Luis Frias. | ||||
(2) | Each Class B Common Share is convertible at any time into one Class A Common Share. | ||||
(3) | Based on the quotient obtained by dividing (a) the aggregate number of Class A and Class B Common Shares beneficially owned by UOL as set forth in Row 9 by (b) the sum of (i) 209,148,718 Class A Common Shares (including treasury shares) outstanding as of December 31, 2022, as reported by the Issuer to UOL, and (ii) 120,459,508 Class B Common Shares beneficially owned by UOL. The aggregate number of Class B Common Shares beneficially owned by UOL set forth in clause “(b)” of this footnote are treated as converted into Class A Common Shares only for the purpose of computing the percentage ownership of UOL. | ||||
(4) | Each Class A Common Share is entitled to one vote and each Class B Common Share is entitled to ten votes. There were 120,459,508 Class B Common Shares outstanding as of December 31, 2022, as reported by the Issuer to UOL, all of which are beneficially owned by UOL. The percentage reported does not reflect the ten to one voting power of the Class B Common Shares because these shares are treated as converted into Class A Common Shares for the purpose of this report. |
CUSIP NO. G68707 101 | SCHEDULE 13G/A | Page 4 of 8 Pages |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Luis Frias | ||||||||||
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 Brazil | ||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 121,259,312(1)(2) | |||||||||
6 | SHARED VOTING POWER 0 | ||||||||||
7 | SOLE DISPOSITIVE POWER 121,259,312(1)(2) | ||||||||||
8 | SHARED DISPOSITIVE POWER 0 | ||||||||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 121,259,312 (1)(2) | ||||||||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐ | ||||||||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 36.79%(2)(3)(4) | ||||||||||
12 | TYPE OF REPORTING PERSON (See Instructions) IN |
(1) | Consists of 799,804 Class A Common Shares and 120,459,508 Class B Common Shares held of record by UOL, a company controlled by OFL Participações S.A., in turn controlled by Luis Frias. | ||||
(2) | Each Class B Common Share is convertible at any time into one Class A Common Share. | ||||
(3) | Based on the quotient obtained by dividing (a) the aggregate number of Class A and Class B Common Shares beneficially owned by UOL as set forth in Row 9 by (b) the sum of (i) 209,148,718 Class A Common Shares (including treasury shares) outstanding as of December 31, 2022, as reported by the Issuer to UOL, and (ii) 120,459,508 Class B Common Shares beneficially owned by UOL. The aggregate number of Class B Common Shares beneficially owned by UOL set forth in clause “(b)” of this footnote are treated as converted into Class A Common Shares only for the purpose of computing the percentage ownership of UOL. | ||||
(4) | Each Class A Common Share is entitled to one vote and each Class B Common Share is entitled to ten votes. There were 120,459,508 Class B Common Shares outstanding as of December 31, 2022, as reported by the Issuer to UOL, all of which are beneficially owned by UOL. The percentage reported does not reflect the ten to one voting power of the Class B Common Shares because these shares are treated as converted into Class A Common Shares for the purpose of this report. |
CUSIP NO. G68707 101 | SCHEDULE 13G/A | Page 5 of 8 Pages |
P.O. Box 2681
Grand Cayman, KY1-1111, Cayman Islands
Avenida Brigadeiro Faria Lima, No. 1384, 6th Floor, Jardim Paulistano
São Paulo, SP, Brazil 01451-001
Avenida Brigadeiro Faria Lima, No. 1384, 11th Floor, Room F, Jardim Paulistano
São Paulo, SP, Brazil 01451-001
Avenida Brigadeiro Faria Lima, 1384, 11th Floor, Jardim Paulistano
São Paulo, SP, Brazil 01451-001
CUSIP NO. G68707 101 | SCHEDULE 13G/A | Page 6 of 8 Pages |
Universo Online S.A. | ||||||||
By: | /s/ Victoria Rozsavolgyi Bortolin | |||||||
Name: | Victoria Rozsavolgyi Bortolin | |||||||
Title: | Officer |
By: | /s/ Renato Bertozzo Duarte | |||||||
Name: | Renato Bertozzo Duarte | |||||||
Title: | Officer |
OFL Participações S.A. | ||||||||
By: | /s/ Luis Frias | |||||||
Name: | Luis Frias | |||||||
Title: | President |
Luis Frias | ||||||||
By: | /s/ Luis Frias |
Universo Online S.A. | ||||||||
By: | /s/ Victoria Rozsavolgyi Bortolin | |||||||
Name: | Victoria Rozsavolgyi Bortolin | |||||||
Title: | Officer |
By: | /s/ Renato Bertozzo Duarte | |||||||
Name: | Renato Bertozzo Duarte | |||||||
Title: | Officer |
OFL Participações S.A. | ||||||||
By: | /s/ Luis Frias | |||||||
Name: | Luis Frias | |||||||
Title: | President |
Luis Frias | ||||||||
By: | /s/ Luis Frias |