Filing Details

Accession Number:
0001085146-22-002234
Form Type:
13D Filing
Publication Date:
2022-06-05 20:00:00
Filed By:
Kyma Capital Ltd
Company:
Atento S.a. (NYSE:ATTO)
Filing Date:
2022-06-06
SEC Url:
13D Filing
Ownership Summary

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
Kyma Capital Limited 781,062 9 781,062 11 781,062 5.05%
Asheef Lalani 67,500 9 67,500 11 67,500 0.44%
Charles Frischer 472,900 9 472,900 11 472,900 3.06%
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Atento S.A.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
L0427L204
(CUSIP Number)
Renata Machado
Kyma Capital Limited
22-25 Portman Close
London
W1H 6BS
United Kingdom
Phone: +442033148506
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 06, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [   ]
* 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 purposes of Section 18 of the Securities Exchange Act of 1934 (the 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 Instructions).
CUSIP No.: L0427L204
    
1
NAME OF REPORTING PERSON:
Asheef Lalani
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
[   ] (a)
[   ] (b)
3 SEC USE ONLY
 
4 SOURCE OF FUNDS:
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[   ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
7 SOLE VOTING POWER
67,500
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
67,500
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[   ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.44%
14 TYPE OF REPORTING PERSON
IN
CUSIP No.: L0427L204
ITEM 1. SECURITY AND ISSUER:
This statement on Schedule 13D (this Schedule 13D) relates to the ordinary shares (the
Shares), of Atento S.A., a public limited liability company (societe anonyme)
incorporated under the laws of Luxembourg (the Issuer). The Issuer's principal
executive office is located at 1, rue Hildegard Von Bingen, L-1282, Luxembourg, Grand
Duchy of Luxembourg.
ITEM 2. IDENTITY AND BACKGROUND:
EXPLANATORY NOTE:

This Schedule 13D supplements, amends and constitutes Amendment No. 2 to the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") by Kyma Capital on December 17, 2021.

This Schedule 13D (this "Schedule 13D") is the second Schedule 13D being jointly filed by Kyma Capital Limited ("Kyma Capital"), Asheef Lalani and Charles Frischer (collectively, the "Reporting Persons") pursuant to the Amended Agreement as to Joint Filing filed as Exhibit 2 to this Schedule 13D. As a consequence of the Cooperation Agreement described further in Item 4: Purpose of Transaction, Catherine Da Silva ceases to be a Reporting Person.

To the extent that any information contained in this Schedule 13D is inconsistent with the information in the prior Schedule 13D filings of Atento S.A., as the case may be, the information set forth in this Schedule 13D shall control.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
Asheef Lalani may be deemed to be the beneficial owner of, in the aggregate, 67,500 Shares. The aggregate purchase price of the Shares purchased by the Reporting Person was approximately $1.15 million (including commissions to purchase Shares). The source of funding for these Shares was savings and investment income including capital gains and borrowing on margin loans maintained in the ordinary course of business by Mr.
Lalani with brokers on customary terms and conditions.

Charles Frischer may be deemed to be the beneficial owner of, in the aggregate, 472,900 Shares. The aggregate purchase price of the Shares purchased by the Reporting Person was approximately $6.9 million (including commissions to purchase Shares). The source of funding for these Shares was savings and investment income including capital gains and borrowing on margin loans maintained in the ordinary course of business by Mr. Frischer with a broker on customary terms and conditions.

Kyma Capital Limited may be deemed to be the beneficial owner of, in the aggregate, 781,062 Shares. The aggregate purchase price of the Shares purchased by the Reporting Person was approximately $11.7 million (including commissions to purchase Shares). The source of funding for these Shares was capital from investors in the Kyma Capital Opportunities Fund Limited.
ITEM 4. PURPOSE OF TRANSACTION:
Item 4 is hereby amended to add the following:

On June 3, 2022, the Reporting Person(s) entered into a Cooperation Agreement (the Cooperation Agreement) with the Issuer regarding, among other matters, the composition of the Board of Directors of the Issuer (the Board).

Pursuant to the Cooperation Agreement, the Issuer agreed to nominate Akshay Shah to stand for election as a new independent director at the Company's 2022 Annual Meeting of Shareholders scheduled to be held on 29 June, 2022.

In addition, the Reporting Person(s) agreed to certain customary standstill, voting and other provisions for a period commencing on the date of the Cooperation Agreement and ending no later than the Company's 2024 Annual Meeting of Shareholders (the Standstill Period).

The Reporting Person(s) continue to believe in Atentos growth potential, market penetration and capability to deliver guidance during 2022. Following execution of the Cooperation Agreement, the Reporting Person(s) will work collaboratively with the Board to explore all options in pursuit of driving maximum value for shareholders.

A copy of the Cooperation Agreement is filed as Exhibit 1 to this Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER:
(a)
Asheef Lalani beneficially owns a total of 67,500 Shares, constituting 0.44% of the 15,451,667 outstanding Shares of the Issuer reported to be outstanding as of March 31, 2022, as reported in the Issuers 6-K filed with the Securities and Exchange Commission on May 12, 2022.

Charles Frischer beneficially owns a total of 472,900 Shares, constituting 3.06% of the 15,451,667 outstanding Shares of the Issuer reported to be outstanding as of March 31, 2022, as reported in the Issuers 6-K filed with the Securities and Exchange Commission on May 12, 2022.

Kyma Capital Limited beneficially owns a total of 781,062 Shares, constituting 5.05% of the 15,451,667 outstanding Shares of the Issuer reported to be outstanding as of March 31, 2022, as reported in the Issuers 6-K filed with the Securities and Exchange Commission on May 12, 2022.*
*Ownership disclosure for mandates Kyma manages on a discretionary basis.

(b)
Asheef Lalani has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, 67,500 Shares beneficially owned by it.

Charles Frischer has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, 472,900 Shares beneficially owned by it.

Kyma Capital Limited has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, 781,062 Shares beneficially owned by it.

(c)
The following transactions were effected by the Reporting Person during the past sixty (60) days. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.

Name Date Quantity Price per Share
Asheef Lalani 03/06/2022 2300 11.87

Charles Frischer 24/03/2022 200 29.69
Charles Frischer 29/03/2022 100 29.37

(d)
No person other than the Reporting Person(s) has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Person(s).
(e)
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER:
Item 6 is hereby amended to add the following:

On June 3, 2022, the Reporting Person(s) entered into the Cooperation Agreement with the Issuer as defined and described in Item 4, a copy of which is attached as Exhibit 1.
ITEM 7. MATERIALS TO BE FILES AS EXHIBITS:
Exhibit 1 - Cooperation Agreement dated June 3, 2022

Exhibit 2 - Amended Agreement as to Joint Filing