Nexa Resources S.A. — Major Shareholding Notification 2020

Feb 6, 2020

SC 13G/A 1 vsa-sc13ga_123119.htm AMENDMENT TO FORM SC 13G

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| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| W ashington,
DC 20549 |

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Nexa Resources S.A. (the “Issuer”)
(Name
of Issuer)
Common Stock, $1.00 par value per share (the “Shares”)
(Title
of Class of Securities)
L67359
106
(CUSIP
Number)
December
31, 2019
(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 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 provisions of the Act (however, see the Notes). |

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CUSIP No. L67359 106 Page 2 of 6 Pages

| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | |
| --- | --- | --- |
| | Votorantim
S.A. | |
| 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 | 5 | SOLE
VOTING POWER 85,655,128 Shares (See Item 4(c)) |
| SHARES BENEFICIALLY OWNED BY | 6 | SHARED
VOTING POWER - 0 - |
| EACH REPORTING | 7 | SOLE
DISPOSITIVE POWER 85,655,128 Shares (See Item 4(c)) |
| PERSON
WITH | 8 | SHARED
DISPOSITIVE POWER - 0 - |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 85,655,128 Shares (See Item 4(c)) | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 64.68% (See Item 4(b)) | |
| 12 | TYPE
OF REPORTING PERSON* HC | |

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CUSIP No. L67359 106 Page 3 of 6 Pages

Item 1.
(a)	Name
of Issuer: Nexa
Resources S.A. (the “ Issuer ”)
(b)	Address
of Issuer’s Principal Executive Offices: 37A,
Avenue J.F. Kennedy L
1855, Luxembourg Grand
Duchy of Luxembourg
Item
2.
(a)	Name
of Persons Filing: Votorantim
S.A., or VSA, is controlled by Hejoassu Administração S.A., or Hejoassu, the sole shareholder of the entirety
of VSA's capital stock, which consists of 18,278,788,894 common shares. Hejoassu is indirectly wholly owned by Ermírio
Pereira de Moraes, Maria Helena Moraes Scripilliti, José Ermírio de Moraes Neto, José Roberto Ermírio
de Moraes, Neide Helena de Moraes and the descendants of Antonio Ermírio de Moraes through controlled companies.
(b)	Address
of Principal Business Office: Rua Amauri, 255, 14 o andar, Room A São
Paulo, SP Brazil
(c)	Citizenship: VSA
is a corporation ( sociedade por ações ) organized under the laws of Brazil.
(d)	Title
of Class of Securities: Common
shares, par value $1.00 per share (the “Shares”)
(e)	CUSIP
Number: L67359
106
Item
3.	If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):
	Not
applicable
(a)	Broker
or dealer registered under Section 15 of the Act;
(b)	Bank
as defined in Section 3(a)(6) of the Act;
(c)	Insurance
company as defined in Section 3(a)(19) of the Act;
(d)	Investment
company registered under Section 8 of the Investment Company Act;

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CUSIP No. L67359 106 Page 4 of 6 Pages

| (e) — (f) | Employee
benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |
| --- | --- | --- |
| (g) | Parent
holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | Savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act; | |
| (i) | Church
plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
or | |
| (j) | Group,
in accordance with Rule 13d-1(b)(1)(ii)(J). | |
| Item
4. | Ownership. | |
| (a) | Amount
Beneficially Owned: As
of the date of this filing, VSA may be deemed to be the beneficial owner of 85,655,128 Shares. | |
| (b) | Percent
of Class: | |
| | As
of December 31, 2019, VSA may be deemed to beneficially own approximately 64.68% of the 132,438,611 issued and outstanding
Shares. | |
| (c) | Number
of shares as to which such person has: | |
| | (i) | Sole
power to vote or to direct the vote: 85,655,128 Shares |
| | (ii) | Shared
power to vote or to direct the vote: -0- |
| | (iii) | Sole
power to dispose or to direct the disposition of: 85,655,128 Shares |
| | (iv) | Shared
power to dispose or direct the disposition of: -0- |
| Item
5. | Ownership
of Five Percent or Less of a Class. If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following: ☐ | |
| 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. | |

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CUSIP No. L67359 106 Page 5 of 6 Pages

| Item
9. | Notice
of Dissolution of Group. Not
applicable. |
| --- | --- |
| Item
10. | Certifications. |
| | Not applicable. |

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CUSIP No. L67359 106 Page 6 of 6 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. | |
| --- | --- |
| Dated:
February 6, 2020 | |
| VOTORANTIM S.A. | |
| By: | /s/ Glaisy Peres Domingues |
| Name: | Glaisy Peres Domingues |
| Title: | Officer |

By:	/s/ João Henrique Batista de Souza Schmidt
Name:	João Henrique Batista de Souza Schmidt
Title:	Officer

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