Filing Details
- Accession Number:
- 0000950142-23-000101
- Form Type:
- 13D Filing
- Publication Date:
- 2023-01-10 19:00:00
- Filed By:
- General Atlantic, L.p.
- Company:
- Arco Platform Ltd. (NASDAQ:ARCE)
- Filing Date:
- 2023-01-11
- SEC Url:
- 13D 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 |
|---|---|---|---|---|---|---|
| General Atlantic | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14% |
| GAP (Bermuda) | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14% |
| General Atlantic GenPar (Bermuda) | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14% |
| General Atlantic Partners (Bermuda) IV | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14% |
| General Atlantic Partners (Bermuda) EU | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14% |
| General Atlantic (SPV) GP (Bermuda) | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14% |
| General Atlantic (Lux) S. r.l | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14% |
| GAP Coinvestments III | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14% |
| GAP Coinvestments IV | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14% |
| GAP Coinvestments V | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14% |
| GAP Coinvestments CDA | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14% |
| General Atlantic GenPar (Lux) SCSp | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14% |
| General Atlantic Partners (Lux) SCSp | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14% |
| General Atlantic Arco (Bermuda) | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14% |
| GA IS Holding | 0 | 5,827,504 | 0 | 5,827,504 | 5,827,504 | 14% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Arco Platform Ltd. |
| (Name of Issuer) |
Class A common shares, par value $0.00005 per share |
| (Title of Class of Securities) |
G04553106 |
| (CUSIP Number) |
| Michael Gosk c/o General Atlantic Service Company, L.P. 55 East 52nd Street, 33rd Floor New York, New York 10055 (212) 715-4000 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
January 2, 2023 |
| (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 that 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. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*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).
| CUSIP No. G04553106 | SCHEDULE 13D | Page 2 of 24 |
| 1 | NAME OF REPORTING PERSON
General Atlantic L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
5,827,504 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
5,827,504 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,827,504 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14% | |
| 14 | TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 3 of 24 |
| 1 | NAME OF REPORTING PERSON
GAP (Bermuda) L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
5,827,504 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
5,827,504 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,827,504 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14% | |
| 14 | TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 4 of 24 |
| 1 | NAME OF REPORTING PERSON
General Atlantic GenPar (Bermuda), L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
5,827,504 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
5,827,504 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,827,504 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14% | |
| 14 | TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 5 of 24 |
| 1 | NAME OF REPORTING PERSON
General Atlantic Partners (Bermuda) IV, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
5,827,504 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
5,827,504 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,827,504 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14% | |
| 14 | TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 6 of 24 |
| 1 | NAME OF REPORTING PERSON
General Atlantic Partners (Bermuda) EU, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
5,827,504 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
5,827,504 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,827,504 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14% | |
| 14 | TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 7 of 24 |
| 1 | NAME OF REPORTING PERSON
General Atlantic (SPV) GP (Bermuda), LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
5,827,504 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
5,827,504 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,827,504 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14% | |
| 14 | TYPE OF REPORTING PERSON
OO |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 8 of 24 |
| 1 | NAME OF REPORTING PERSON
General Atlantic (Lux) S.à r.l. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
5,827,504 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
5,827,504 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,827,504 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14% | |
| 14 | TYPE OF REPORTING PERSON
CO |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 9 of 24 |
| 1 | NAME OF REPORTING PERSON
GAP Coinvestments III, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
5,827,504 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
5,827,504 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,827,504 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14% | |
| 14 | TYPE OF REPORTING PERSON
OO |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 10 of 24 |
| 1 | NAME OF REPORTING PERSON
GAP Coinvestments IV, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
5,827,504 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
5,827,504 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,827,504 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14% | |
| 14 | TYPE OF REPORTING PERSON
OO |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 11 of 24 |
| 1 | NAME OF REPORTING PERSON
GAP Coinvestments V, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
5,827,504 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
5,827,504 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,827,504 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14% | |
| 14 | TYPE OF REPORTING PERSON
OO |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 12 of 24 |
| 1 | NAME OF REPORTING PERSON
GAP Coinvestments CDA, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
5,827,504 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
5,827,504 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,827,504 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14% | |
| 14 | TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 13 of 24 |
| 1 | NAME OF REPORTING PERSON
General Atlantic GenPar (Lux) SCSp | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
5,827,504 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
5,827,504 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,827,504 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14% | |
| 14 | TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 14 of 24 |
| 1 | NAME OF REPORTING PERSON
General Atlantic Partners (Lux) SCSp | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
5,827,504 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
5,827,504 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,827,504 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14% | |
| 14 | TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 15 of 24 |
| 1 | NAME OF REPORTING PERSON
General Atlantic Arco (Bermuda) 2, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
5,827,504 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
5,827,504 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,827,504 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14% | |
| 14 | TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 16 of 24 |
| 1 | NAME OF REPORTING PERSON
GA IS Holding, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
5,827,504 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
5,827,504 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,827,504 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14% | |
| 14 | TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 17 of 24 |
Item 1. Security and Issuer.
This Amendment No. 3 to Schedule 13D (the “Statement”) is being filed to amend the Statement as originally filed with the Securities and Exchange Commission on February 14, 2022, as amended by Amendment No. 1 dated December 1, 2022, as further amended by Amendment No. 2 dated January 5, 2023 with respect to the Class A common shares, par value $0.00005 per share (the “Class A common shares”) of Arco Platform Ltd., an exempted company incorporated in the Cayman Islands (the “Company”), whose principal executive offices are located at Rua Augusta 2840, 9th floor, suite 91, Consolação, São Paulo – SP, 01412-100, Brazil. Except as otherwise provided herein, each Item of the Statement remains unchanged.
Item 2. Identity and Background.
No material change.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended and supplemented as follows:
This Statement is not being made as a result of any particular acquisition or disposition of Class A common shares by the Reporting Persons. The purpose of this Statement is to update the number of outstanding Class A common shares of the Company to reflect recent issuances and to correspondingly adjust the beneficial ownership of the Reporting Persons.
Item 4. Purpose of Transaction.
No material change.
| CUSIP No. G04553106 | SCHEDULE 13D | Page 18 of 24 |
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and supplemented as follows:
(a) The percentages used herein are calculated based upon on an aggregate of 41,610,891, the sum of (i) 29,450,551 Class A common shares reported by the Company to be outstanding as of April 8, 2022 as reflected in the Company's proxy statement, filed on Form 6-K (the “Form 6-K”) with the U.S. Securities and Exchange Commission on April 13, 2022, (ii) 10,436,202 Class A common shares issued by the Company in connection with the Company’s acquisition of isaac (the “Transaction”) as announced by the Company in its press release dated January 3, 2023 and (iii) 1,724,138 Class A common shares that would result if all convertible notes of the Company held by the Reporting Persons were converted into Class A common shares at the initial conversion price of US$29 per share.
By virtue of submitting the Proposal, the Reporting Persons may be deemed to be members of a “group” with Dragoneer (as defined below), Oto Brasil de Sá Cavalcante Neto and Ari de Sá Cavalcante Neto (together with Oto Brasil de Sá Cavalcante Neto, the “Founders”) that own Class A common shares and Class B common shares pursuant to Section 13(d) of the Exchange Act as a result of jointly submitting the proposal. However, each Reporting Person expressly disclaims beneficial ownership of the Class A common shares beneficially owned by any other reporting person(s), Dragoneer or the Founders. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons beneficially owns any Class A common shares or Class B common shares of the Company that are beneficially owned by any other reporting person(s), Dragoneer or the Founders. The Reporting Persons are only responsible for the information contained in this Statement and assume no responsibility for information contained in any other Schedules 13D filed by any other reporting person(s), Dragoneer or the Founders.
Based on the Schedule 13D filed by Dragoneer Adviser and Marc Stad (collectively “Dragoneer”) with the SEC on January 11, 2023 and supplemental information provided to the Reporting Persons by Dragoneer, Dragoneer beneficially owns 5,013,675 Class A common shares, which includes (i) 1,565,395 Class A common shares, and (ii) 3,448,280 Class A common shares issuable upon conversion of all the 2028 Convertible Notes held by Dragoneer. Based on (i) 29,450,551 Class A common shares reported outstanding as of April 8, 2022 in the Form 6-K, (ii) 10,436,202 Class A common shares issued by the Company in connection with the Transaction as announced by the Company in its press release dated January 3, 2023, and (ii) 3,448,280 Class A common shares issuable on conversion of all the 2028 Convertible Notes held by Dragoneer, Dragoneer beneficially owns approximately 11.6% of the outstanding Class A common shares, as calculated in accordance with Rule 13d-3(d)(1)(i).
Based on the Schedule 13D filed by Oto Brasil de Sá Cavalcante with the SEC on January 11, 2023, Oto Brasil de Sá Cavalcante beneficially owns 19,103,363 Class B common shares. Based on (i) 29,450,551 Class A common shares reported to be outstanding as of April 8, 2022 in the Form 6-K, (ii) 10,436,202 Class A common shares issued by the Company in connection with the Transaction as announced by the Company in its press release dated January 3, 2023, and (iii) 19,103,363 Class A common shares issuable on conversion of all Class B common shares held by Oto Brasil de Sá Cavalcante, Oto Brasil de Sá Cavalcante beneficially owns approximately 32.4% of the outstanding Class A common shares, as calculated in accordance with Rule 13d-3(d)(1)(i), 69.7% of the total number of Class B common shares outstanding reported to be outstanding as of April 8, 2022 in the Form 6-K, and voting power of approximately 60.9%. The percentage of total voting power represents voting power with respect to all Class A common shares and Class B common shares, as a single class. Each Class B common share may be converted into one Class A common share at the option of the holder.
| CUSIP No. G04553106 | SCHEDULE 13D | Page 19 of 24 |
Based on the Schedule 13D filed by Ari de Sá Cavalcante Neto with the SEC on January 11, 2023, Ari de Sá Cavalcante Neto beneficially owns 344,182 Class A common shares and 8,297,485 Class B common shares. Based on (i) 29,450,551 Class A common shares reported to be outstanding as of April 8, 2022 in the Form 6-K, (ii) 10,436,202 Class A common shares issued by the Company in connection with the Transaction as announced by the Company in its press release dated January 3, 2023, and (iii) 8,297,485 Class A common shares issuable on conversion of all Class B common shares held by Ari de Sá Cavalcante, Ari de Sá Cavalcante beneficially owns approximately 17.9% of the outstanding Class A common shares, as calculated in accordance with Rule 13d-3(d)(1)(i), 30.3% of the total number of Class B common shares outstanding reported to be outstanding as of April 8, 2022 in the Form 6-K and voting power of approximately 26.5%. The percentage of total voting power represents voting power with respect to all Class A common shares and Class B common shares, as a single class. Each Class B common share may be converted into one Class A common share at the option of the holder.
Accordingly, in the aggregate, the Reporting Persons, Dragoneer and the Founders may be deemed to beneficially own 38,586,209 Class A common shares, comprised of an aggregate of 6,012,943 Class A common shares, 5,172,418 Class A common shares issuable on conversion of the 2028 Convertible Notes and 27,400,848 Class A common shares issuable on conversion of Class B common shares, which, as calculated in accordance with Rule 13d-3(d)(1)(i), represents approximately 53.3% of the total number of Class A common shares based on (i) 29,450,551 Class A common shares reported to be outstanding as of April 8, 2022 in the Form 6-K, (ii) 10,436,202 Class A common shares issued by the Company in connection with the Transaction as announced by the Company in its press release dated January 3, 2023 and (iii) an aggregate of 32,573,266 Class A common shares issuable on conversion of all the 2028 Convertible Notes and all the Class B common shares beneficially owned by the Reporting Persons, Dragoneer and the Founders.
(b) Each of the Reporting Persons has the shared power to vote or direct the vote and the shared power to dispose or to direct the disposition of the 5,827,504 Class A common shares that may be deemed to be beneficially owned by each of them.
(c) Except as previously reported or as set forth in this Item 5(c), Item 3, or otherwise herein, to the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in the Class A common shares during the past 60 days.
(d) No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.
No material change.
Item 7. Materials to Be Filed as Exhibits.
| Exhibit 1: | Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Exchange Act (as previously filed) |
| Exhibit 2: | Joint Bidding Agreement entered into by and among the Bidding Group, dated November 30th, 2022 (previously filed) |
| Exhibit 3: | Non-Binding Indication of Interest to the Board of Directors of Arco Platform Limited, dated November 30th, 2022 (previously filed) |
| CUSIP No. G04553106 | SCHEDULE 13D | Page 20 of 24 |
SIGNATURES
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 as of January 11, 2023
| GENERAL ATLANTIC, L.P. | ||||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP (BERMUDA) L.P. | ||||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC GENPAR (BERMUDA), L.P. | ||||
| By:
| GAP (BERMUDA) L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| CUSIP No. G04553106 | SCHEDULE 13D | Page 21 of 24 |
| GENERAL ATLANTIC PARTNERS (BERMUDA) IV, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner | |||
| By: | GAP (BERMUDA), L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS (BERMUDA) EU, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner | |||
| By: | GAP (BERMUDA), L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: Title: | Michael Gosk Managing Director | |||
| GENERAL ATLANTIC (SPV) GP (BERMUDA) LLC | ||||
| By: | GAP (BERMUDA) L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC (LUX) S.À.R.L. | ||||
| By: | /s/ Ingrid van der Hoorn | |||
| Name: | Ingrid van der Hoorn | |||
| Title: | Manager A | |||
| By: | /s/ Gregor Dalrymple | |||
|
| Name: Title: | Gregor Dalrymple Manager B | ||
| CUSIP No. G04553106 | SCHEDULE 13D | Page 22 of 24 |
| GAP COINVESTMENTS III, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS IV, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS V, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS CDA, L.P. | ||||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| CUSIP No. G04553106 | SCHEDULE 13D | Page 23 of 24 |
| GENERAL ATLANTIC GENPAR (LUX) SCSp | ||||
| By: | GENERAL ATLANTIC (LUX) S.À R.L., its general partner | |||
| By: | /s/ Ingrid van der Hoorn | |||
| Name: | Ingrid van der Hoorn | |||
| Title: | Manager A | |||
| By: | /s/ Gregor Dalrymple | |||
| Name: Title: | Gregor Dalrymple Manager B | |||
| GENERAL ATLANTIC PARTNERS (LUX), SCSp | ||||
| By: | GENERAL ATLANTIC GENPAR (LUX) SCSp, its general partner | |||
| By: | GENERAL ATLANTIC (LUX) S.À.R.L., its general partner | |||
| By: | /s/ Ingrid van der Hoorn | |||
| Name: Title: | Ingrid van der Hoorn Manager A | |||
| By: | /s/ Gregor Dalrymple | |||
| Name: | Gregor Dalrymple | |||
| Title: | Manager B | |||
| GENERAL ATLANTIC ARCO (BERMUDA) 2, L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP (BERMUDA), LLC, its general partner | |||
| By:
| GAP (BERMUDA) L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| CUSIP No. G04553106 | SCHEDULE 13D | Page 24 of 24 |
| GA IS HOLDING L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP (BERMUDA), LLC, its general partner | |||
| By:
| GAP (BERMUDA) L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
SCHEDULE A
Members of the Management Committee (as of the date hereof)
| Name | Address | Citizenship |
| William E. Ford (Chief Executive Officer) | 55 East 52nd Street 33rd Floor New York, New York 10055 | United States |
| Gabriel Caillaux | 23 Savile Row London W1S 2ET United Kingdom | France |
| Andrew Crawford | 55 East 52nd Street 33rd Floor New York, New York 10055 | United States |
| Martín Escobari | 55 East 52nd Street 33rd Floor New York, New York 10055 | Bolivia and Brazil |
| Anton J. Levy | 55 East 52nd Street 33rd Floor New York, New York 10055 | United States |
| Sandeep Naik | Asia Square Tower 1 8 Marina View, #41-04 Singapore 018960 | United States |
| Graves Tompkins | 55 East 52nd Street 33rd Floor New York, New York 10055 | United States |
| N. Robbert Vorhoff | 55 East 52nd Street 33rd Floor New York, New York 10055 | United States |
| Eric Zhang | Suite 5704-5706, 57F Two IFC, 8 Finance Street Central, Hong Kong, China | Hong Kong SAR |