Filing Details
- Accession Number:
- 0001193125-21-041575
- Form Type:
- 13G Filing
- Publication Date:
- 2021-02-11 19:00:00
- Filed By:
- Carlyle Group Inc.
- Company:
- Vitru Ltd (NASDAQ:VTRU)
- Filing Date:
- 2021-02-12
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| The Carlyle Group Inc | 0 | 6,246,471 | 0 | 6,246,471 | 6,246,471 | 27.1% |
| Carlyle Group Management | 0 | 6,246,471 | 0 | 6,246,471 | 6,246,471 | 27.1% |
| Carlyle Holdings II GP | 0 | 6,246,471 | 0 | 6,246,471 | 6,246,471 | 27.1% |
| Carlyle Holdings II | 0 | 6,246,471 | 0 | 6,246,471 | 6,246,471 | 27.1% |
| CG Subsidiary Holdings | 0 | 6,246,471 | 0 | 6,246,471 | 6,246,471 | 27.1% |
| TC Group Cayman Investment Holdings | 0 | 6,246,471 | 0 | 6,246,471 | 6,246,471 | 27.1% |
| TC Group Cayman Investment Holdings Sub | 0 | 6,246,471 | 0 | 6,246,471 | 6,246,471 | 27.1% |
| CSABF General Partner Limited | 0 | 6,246,471 | 0 | 6,246,471 | 6,246,471 | 27.1% |
| CSABF General Partner | 0 | 6,246,471 | 0 | 6,246,471 | 6,246,471 | 27.1% |
| TCG FBIE Holdings | 0 | 6,246,471 | 0 | 6,246,471 | 6,246,471 | 27.1% |
| TCG Gestor Ltda | 0 | 6,246,471 | 0 | 6,246,471 | 6,246,471 | 27.1% |
| Fundo Brasil de Internacionaliza o de Empresas Fundo de Investimento em Participa es Multiestrat gia II | 0 | 6,246,471 | 0 | 6,246,471 | 6,246,471 | 27.1% |
| Mundi Holdings I | 0 | 6,246,471 | 0 | 6,246,471 | 6,246,471 | 27.1% |
| Mundi Holdings II | 0 | 6,246,471 | 0 | 6,246,471 | 6,246,471 | 27.1% |
United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Vitru Limited
(Name of Issuer)
Common shares, par value US$0.00005 per share
(Title of Class of Securities)
G9440D103
(CUSIP Number)
December 31, 2020
(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 persons 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 provisions of the Act (however, see the Notes).
| CUSIP No. G9440D103 | Schedule 13G | Page 1 of 22 |
| 1 | Names of Reporting Persons
The Carlyle Group Inc. | |||||
| 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
6,246,471 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,246,471 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,246,471 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
27.1% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. G9440D103 | Schedule 13G | Page 2 of 22 |
| 1 | Names of Reporting Persons
Carlyle Group Management L.L.C. | |||||
| 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
6,246,471 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,246,471 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,246,471 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
27.1% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. G9440D103 | Schedule 13G | Page 3 of 22 |
| 1 | Names of Reporting Persons
Carlyle Holdings II GP L.L.C. | |||||
| 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
6,246,471 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,246,471 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,246,471 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
27.1% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. G9440D103 | Schedule 13G | Page 4 of 22 |
| 1 | Names of Reporting Persons
Carlyle Holdings II L.L.C. | |||||
| 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
6,246,471 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,246,471 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,246,471 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
27.1% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. G9440D103 | Schedule 13G | Page 5 of 22 |
| 1 | Names of Reporting Persons
CG Subsidiary Holdings L.L.C. | |||||
| 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
6,246,471 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,246,471 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,246,471 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
27.1% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. G9440D103 | Schedule 13G | Page 6 of 22 |
| 1 | Names of Reporting Persons
TC Group Cayman Investment Holdings, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
6,246,471 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,246,471 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,246,471 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
27.1% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. G9440D103 | Schedule 13G | Page 7 of 22 |
| 1 | Names of Reporting Persons
TC Group Cayman Investment Holdings Sub L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
6,246,471 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,246,471 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,246,471 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
27.1% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. G9440D103 | Schedule 13G | Page 8 of 22 |
| 1 | Names of Reporting Persons
CSABF General Partner Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
6,246,471 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,246,471 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,246,471 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
27.1% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. G9440D103 | Schedule 13G | Page 9 of 22 |
| 1 | Names of Reporting Persons
CSABF General Partner, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
6,246,471 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,246,471 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,246,471 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
27.1% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. G9440D103 | Schedule 13G | Page 10 of 22 |
| 1 | Names of Reporting Persons
TCG FBIE Holdings, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
6,246,471 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,246,471 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,246,471 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
27.1% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. G9440D103 | Schedule 13G | Page 11 of 22 |
| 1 | Names of Reporting Persons
TCG Gestor Ltda. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (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
0 | ||||
| 6 | Shared Voting Power
6,246,471 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,246,471 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,246,471 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
27.1% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. G9440D103 | Schedule 13G | Page 12 of 22 |
| 1 | Names of Reporting Persons
Fundo Brasil de Internacionalização de Empresas Fundo de Investimento em Participações Multiestratégia II | |||||
| 2 | Check the Appropriate Box if a Member of a Group (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
0 | ||||
| 6 | Shared Voting Power
6,246,471 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,246,471 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,246,471 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
27.1% | |||||
| 12 | Type of Reporting Person
OO | |||||
| CUSIP No. G9440D103 | Schedule 13G | Page 13 of 22 |
| 1 | Names of Reporting Persons
Mundi Holdings I, L.L.C. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
6,246,471 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,246,471 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,246,471 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
27.1% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. G9440D103 | Schedule 13G | Page 14 of 22 |
| 1 | Names of Reporting Persons
Mundi Holdings II, L.L.C. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
6,246,471 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,246,471 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,246,471 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
27.1% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. G9440D103 | Schedule 13G | Page 15 of 22 |
| ITEM 1. | (a) | Name of Issuer: |
Vitru Limited (the Issuer)
| (b) | Address of Issuers Principal Executive Offices: |
Rodovia José Carlos Daux, 5500, Torre Jurerê A,
2nd floor, Saco Grande, Florianópolis,
State of Santa Catarina, 88032-005, Brazil
| ITEM 2. | (a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons. This statement is filed on behalf of:
Carlyle Group Management L.L.C.
The Carlyle Group Inc.
Carlyle Holdings II GP L.L.C.
Carlyle Holdings II L.L.C.
CG Subsidiary Holdings L.L.C.
TC Group Cayman Investment Holdings, L.P.
TC Group Cayman Investment Holdings Sub L.P.
CSABF General Partner Limited
CSABF General Partner, L.P.
TCG FBIE Holdings, L.P.
TCG Gestor Ltda.
Fundo Brasil de Internacionalização de Empresas Fundo de Investimento em Participações Multiestratégia II (Fundo Brasil)
Mundi Holdings I, L.L.C. (Mundi I)
Mundi Holdings II, L.L.C. (Mundi II)
| (b) | Address or Principal Business Office: |
The address for each of TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., CSABF General Partner Limited, CSABF General Partner, LP, TCG FBIE Holdings, LP, Mundi I and Mundi II is c/o Walkers, Cayman Corporate Center, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.
The address for TCG Gestor Ltda. is Avenida Brigadeiro Faria Lima, 3900 12º Andar, Itaim Bibi, São Paulo 04538-132. The address for Fundo Brasil is Praça XV de Novembro, nº 20, Sls. 201, 202, 301 and 302, Centro, Rio de Janeiro RJ, Brazil, 20010.
| CUSIP No. G9440D103 | Schedule 13G | Page 16 of 22 |
The address for each of the remaining Reporting Persons is c/o The Carlyle Group Inc., 1001 Pennsylvania Avenue NW, Suite 220 South, Washington, D.C. 20004-2505.
| (c) | Citizenship of each Reporting Person is: |
Each of TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., CSABF General Partner Limited, CSABF General Partner, LP, TCG FBIE Holdings, LP, Mundi I and Mundi II is organized under the laws of the Cayman Islands.
Each of TCG Gestor Ltda. and Fundo Brasil is organized under the laws of Brazil.
Each of the remaining Reporting Persons is organized under the laws of the state of Delaware.
| (d) | Title of Class of Securities: |
Common shares, par value US$0.00005 per share (Common Stock).
| (e) | CUSIP Number: |
G9440D103
| ITEM 3. |
Not applicable.
| ITEM 4. | Ownership. |
| (a-c) |
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2020, based upon 23,058,000 shares of Common Stock outstanding as of November 23, 2020, based on the Issuers Form 6-K filed with the Securities and Exchange Commission on November 23, 2020.
| Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
| Carlyle Group Management L.L.C. | 6,246,471 | 27.1 | % | 0 | 6,246,471 | 0 | 6,246,471 | |||||||||||||||||
| The Carlyle Group Inc. | 6,246,471 | 27.1 | % | 0 | 6,246,471 | 0 | 6,246,471 | |||||||||||||||||
| Carlyle Holdings II GP L.L.C. | 6,246,471 | 27.1 | % | 0 | 6,246,471 | 0 | 6,246,471 | |||||||||||||||||
| Carlyle Holdings II L.L.C. | 6,246,471 | 27.1 | % | 0 | 6,246,471 | 0 | 6,246,471 | |||||||||||||||||
| CUSIP No. G9440D103 | Schedule 13G | Page 17 of 22 |
| CG Subsidiary Holdings L.L.C. | 6,246,471 | 27.1 | % | 0 | 6,246,471 | 0 | 6,246,471 | |||||||||||||||||
| TC Group Cayman Investment Holdings, L.P. | 6,246,471 | 27.1 | % | 0 | 6,246,471 | 0 | 6,246,471 | |||||||||||||||||
| TC Group Cayman Investment Holdings Sub L.P. | 6,246,471 | 27.1 | % | 0 | 6,246,471 | 0 | 6,246,471 | |||||||||||||||||
| CSABF General Partner Limited | 6,246,471 | 27.1 | % | 0 | 6,246,471 | 0 | 6,246,471 | |||||||||||||||||
| CSABF General Partner, L.P. | 6,246,471 | 27.1 | % | 0 | 6,246,471 | 0 | 6,246,471 | |||||||||||||||||
| TCG FBIE Holdings, L.P. | 6,246,471 | 27.1 | % | 0 | 6,246,471 | 0 | 6,246,471 | |||||||||||||||||
| TCG Gestor Ltda. | 6,246,471 | 27.1 | % | 0 | 6,246,471 | 0 | 6,246,471 | |||||||||||||||||
| Fundo Brasil de Internacionalização de Empresas Fundo de Investimento em Participações Multiestratégia II | 6,246,471 | 27.1 | % | 0 | 6,246,471 | 0 | 6,246,471 | |||||||||||||||||
| Mundi Holdings I, L.L.C. | 6,246,471 | 27.1 | % | 0 | 6,246,471 | 0 | 6,246,471 | |||||||||||||||||
| Mundi Holdings II, L.L.C. | 6,246,471 | 27.1 | % | 0 | 6,246,471 | 0 | 6,246,471 |
Mundi I is the record holder of 4,164,314 shares of Common Stock and Mundi II is the record holder of 2,082,157 shares of Common Stock.
Carlyle Group Management L.L.C. holds an irrevocable proxy to vote a majority of the shares of The Carlyle Group Inc., a publicly traded company listed on Nasdaq. The Carlyle Group Inc. is the sole member of Carlyle Holdings II GP L.L.C., which is the managing member of Carlyle Holdings II L.L.C., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole member of CSABF General Partner Limited, which is the general partner of CSABF General Partner, L.P., which is the general partner of TCG FBIE Holdings, L.P. and the ultimate general partner of each of the members of Mundi I. TCG Gestor Ltda. is the portfolio manager of Fundo Brasil, which is the sole member of Mundi II.
| 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.
| CUSIP No. G9440D103 | Schedule 13G | Page 18 of 22 |
| ITEM 10. | Certification. |
Not applicable.
| CUSIP No. G9440D103 | Schedule 13G | Page 19 of 22 |
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.
Date: February 12, 2021
| Carlyle Group Management L.L.C. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | Curtis L. Buser | |
| Title: | Chief Financial Officer | |
| The Carlyle Group Inc. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | Curtis L. Buser | |
| Title: | Managing Director and Chief Financial Officer | |
| Carlyle Holdings II GP L.L.C. | ||
| By: The Carlyle Group Inc., its sole member | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | Curtis L. Buser | |
| Title: | Managing Director and Chief Financial Officer | |
| Carlyle Holdings II L.L.C. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | Curtis L. Buser | |
| Title: | Managing Director | |
| CG Subsidiary Holdings L.L.C. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | Curtis L. Buser | |
| Title: | Managing Director | |
| CUSIP No. G9440D103 | Schedule 13G | Page 20 of 22 |
| TC Group Cayman Investment Holdings, L.P. | ||
| By: CG Subsidiary Holdings L.L.C., its general partner | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | Curtis L. Buser | |
| Title: | Managing Director | |
| TC Group Cayman Investment Holdings Sub L.P. | ||
| By: TC Group Cayman Investment Holdings, L.P., its general partner | ||
| By: CG Subsidiary Holdings L.L.C., its general partner | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | Curtis L. Buser | |
| Title: | Managing Director | |
| CSABF General Partner Limited | ||
| By: | /s/ Robert Rosen | |
| Name: | Robert Rosen | |
| Title: | Director | |
| CSABF General Partner, L.P. | ||
| By: CSABF General Partner Limited, its general partner | ||
| By: | /s/ Robert Rosen | |
| Name: | Robert Rosen | |
| Title: | Director | |
| TCG FBIE Holdings, L.P. | ||
| By: CSABF General Partner Limited, its general partner | ||
| By: | /s/ Robert Rosen | |
| Name: | Robert Rosen | |
| Title: | Director | |
| Mundi Holdings I, L.L.C. | ||
| By: | /s/ Robert Rosen | |
| Name: | Robert Rosen | |
| Title: | Authorized Person | |
| CUSIP No. G9440D103 | Schedule 13G | Page 21 of 22 |
| Mundi Holdings II, L.L.C. | ||
| By: | /s/ Robert Rosen | |
| Name: | Robert Rosen | |
| Title: | Authorized Person | |
| TCG Gestor Ltda. | ||
| By: | /s/ Fernando Borges | |
| Name: | Fernando Borges | |
| Title: | Director | |
| Fundo Brasil de Internacionalização de Empresas Fundo de Investimento em Participações Multiestratégia II | ||
| By: | /s/ Fernando Borges | |
| Name: | Fernando Borges | |
| Title: | Authorized Person | |
| CUSIP No. G9440D103 | Schedule 13G | Page 22 of 22 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 24 | Power of Attorney. | |
| 99 | Joint Filing Agreement. | |