StoneCo Ltd. — Major Shareholding Notification 2020

Feb 12, 2020

SC 13G/A 1 schedule13g_a.htm SCHEDULE 13G/A Licensed to: Simpson Thacher & Bartlett Document created using EDGARfilings PROfile 6.5.1.0 Copyright 1995 - 2020 Broadridge PROfilePageNumberReset%Num%1%%%

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

STONECO LTD.

(Name of Issuer)

Class A Common Shares

(Title of Class of Securities)

G85158106

(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) [X] 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 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).

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CUSIP No. G85158106 13G Page 2 of 15 Pages

1	NAME OF REPORTING PERSONS
	ACTIS 4 PCC-CELL GRANITE
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Mauritius
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		14,462,320
	6	SHARED VOTING POWER
		0
	7	SOLE DISPOSITIVE POWER
		14,462,320
	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,462,320
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

2

CUSIP No. G85158106 13G Page 3 of 15 Pages

1	NAME OF REPORTING PERSONS
	ACTIS GLOBAL 4 LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	England
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		14,462,320
	6	SHARED VOTING POWER
		0
	7	SOLE DISPOSITIVE POWER
		14,462,320
	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,462,320
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

3

CUSIP No. G85158106 13G Page 4 of 15 Pages

1	NAME OF REPORTING PERSONS
	ACTIS Global 4 A LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	England
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		14,462,320
	6	SHARED VOTING POWER
		0
	7	SOLE DISPOSITIVE POWER
		14,462,320
	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,462,320
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

4

CUSIP No. G85158106 13G Page 5 of 15 Pages

1	NAME OF REPORTING PERSONS
	ACTIS GP LLP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	England
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		14,462,320
	6	SHARED VOTING POWER
		0
	7	SOLE DISPOSITIVE POWER
		14,462,320
	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,462,320
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

5

CUSIP No. G85158106 13G Page 6 of 15 Pages

1	NAME OF REPORTING PERSONS
	ACTIS NEW GP CO LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	England
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		14,462,320
	6	SHARED VOTING POWER
		0
	7	SOLE DISPOSITIVE POWER
		14,462,320
	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,462,320
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

6

CUSIP No. G85158106 13G Page 7 of 15 Pages

1	NAME OF REPORTING PERSONS
	ACTIS LLP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	England
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		14,462,320
	6	SHARED VOTING POWER
		0
	7	SOLE DISPOSITIVE POWER
		14,462,320
	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,462,320
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

7

CUSIP No. G85158106 13G Page 8 of 15 Pages

1	NAME OF REPORTING PERSONS
	H EBCO S.A.R.L.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		14,462,320
	6	SHARED VOTING POWER
		0
	7	SOLE DISPOSITIVE POWER
		14,462,320
	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,462,320
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

8

CUSIP No. G85158106 13G Page 9 of 15 Pages

1	NAME OF REPORTING PERSONS
	SAVINA 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
	Guernsey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		14,462,320
	6	SHARED VOTING POWER
		0
	7	SOLE DISPOSITIVE POWER
		14,462,320
	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,462,320
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

9

CUSIP No. G85158106 13G Page 10 of 15 Pages

1	NAME OF REPORTING PERSONS
	SAVINA HOLDINGS GP LLP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Guernsey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		14,462,320
	6	SHARED VOTING POWER
		0
	7	SOLE DISPOSITIVE POWER
		14,462,320
	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,462,320
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

10

Item 1.	(a). Name of Issuer StoneCo Ltd. (the “Issuer”) (b). Address of Issuer’s Principal Executive Offices: Rua Fidêncio Ramos, 308, 10th floor, Vila Olímpia 04551-010 São Paulo—São Paulo, Brazil
Item 2(a).	Name of Person Filing This Schedule 13G is being filed by: (i) Actis 4 PCC-Cell Granite, (ii) Actis Global 4 LP, (iii) Actis Global 4 A LP; (iv) Actis GP LLP, (v) Actis New GP Co Ltd, (vi) Actis LLP, (vii) H Ebco S.a.r.l., (viii)
Savina Holdings L.P. and (ix) Savina Holdings GP LLP (each, individually referred to as a “Reporting Person” and collectively as the “Reporting Persons”). Actis Global 4 LP and Actis Global 4 A LP hold a majority of the interests of Actis 4 PCC–Cell Granite. Actis GP LLP is the general partner of Actis Global 4 LP and Actis Global 4 A LP. Actis New GP Co Ltd
holds a majority of the interests of Actis GP LLP. Actis LLP is the sole shareholder of Actis New GP Co Ltd. H Ebco S.a.r.l. holds a majority of the interests of Actis LLP. Savina Holdings L.P. is the sole owner of H Ebco S.a.r.l. Savina
Holdings GP LLP is the general partner of Savina Holdings L.P.
Item 2(b).	Address of Principal Business Office The principal business address for Actis 4 PCC–Cell Granite is Les Cascades Building, Edith Cavell Street, Port Louis, Mauritius. The principal business address for H Ebco S.a.r.l is 15, Boulevard Friedrich
Wilhelm Raiffeisen, L-2411 Luxembourg. The principle business address for each of Savina Holdings L.P and Savina Holdings GP LLP is First Floor, Albert House, South Esplanade, St. Peter Port, Guernsey, Channel Islands, GY1 1AJ. The principal
business address for each of the other Reporting Persons is 2 More London Riverside, London SE1 2JT, United Kingdom.
Item 2(c).	Citizenship Actis 4 PCC-Cell Granite is a Mauritian protected cell company. Each of Actis Global 4 LP and Actis Global 4 A LP is a limited partnership formed under the laws of England. Each of Actis GP LLP and Actis LLP is a limited liability partnership formed under the laws of England. Actis New GP Co Ltd. is a limited liability company formed under the laws of England. H Ebco S.a.r.l. is a limited liability company( société à responsabilité limitée ) formed under the laws of Luxembourg. Savina Holdings L.P. is a limited partnership formed under the laws of Guernsey. Savina Holdings GP LLP is a limited liability partnership formed under the laws of Guernsey.

11

Item 2(d).	Title of Class of Securities: Class A Common Shares, par value US$0.000079365 per share (the "Class A Common Shares").
Item 2(e).	CUSIP Number: G85158106
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: Not applicable.
Item 4.	Ownership. (a) Amount beneficially owned: Each of the Reporting Persons may be deemed to be the beneficial owner of the Common Shares listed on such Reporting Person’s cover page. As of December 31, 2019, Actis 4 PCC-Cell Granite directly held
13,675,685 Class A Common Shares and 786,635 Class B Common Shares of the Issuer, which are convertible into Class A Common Shares on a one-for-one basis at the
election of the holder. Each such Reporting Person may be deemed to beneficially own the Class A Common Shares reported herein, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an
admission that any Reporting Person (other than Actis 4 PCC-Cell Granite) is the beneficial owner of the Class A Common Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any
other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a
“group” for the purposes of Sections 13(d) and 13(g) of the Act. Additionally, the shareholders, members and investment committee members of the relevant Actis entities disclaim beneficial ownership of all Class A Common Shares that may be
deemed to be beneficially owned by the Reporting Persons. (b) Percent of class: Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Class A Common Shares listed on such Reporting Person’s cover page. Calculations of the percentage of Class A
Common Shares beneficially owned are based on: (a) 178,441,062 Class A Common Shares outstanding as of October 14, 2019, as reported in the Issuer’s Current Report on Form 6-K filed with the Securities and Exchange Commission on October 16,
2019, and (ii) taking into account the 786,635 Class A Common Shares underlying the Class B Common Shares held by Actis 4 PCC-Cell Granite. (c) Number of Shares as to which the Reporting Person has:
	(i) Sole power to vote or to direct the vote:

12

	See each cover page hereof.
	(i) Shared
power to vote or to direct the vote: See each cover page hereof. (ii) Sole power to dispose or to direct the disposition of: See each cover page hereof. (iii) Shared power to dispose or to direct the disposition of: See each cover page hereof.
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.
Item 9.	Notice of Dissolution of Group. Not Applicable.
Item 10.	Certification. Not applicable.

13

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 12, 2020

ACTIS 4 PCC-CELL GRANITE
By:	s/ Ravindranath S. K. Hazareesing
Name:	Ravindranath S. K. Hazareesing
Title:	Director
ACTIS GLOBAL 4 LP By: Actis GP LLP, its general partner
By:	/s/ Paul Owers
Name:	Paul Owers
Title:	Member
ACTIS GLOBAL 4 A LP By: Actis GP LLP, its general partner
By:	/s/ Paul Owers
Name:	Paul Owers
Title:	Member
ACTIS GP LLP
By:	/s/ Paul Owers
Name:	Paul Owers
Title:	Member
ACTIS NEW GP CO LTD
By:	/s/ Patricia Lamb
Name:	Patricia Lamb
Title:	Director of Actis Nominee Limited

ACTIS LLP
By:	/s/ Paul Owers
Name:	Paul Owers
Title:	Member

14

H EBCO S.A.R.L.
By:	/s/ Fabian Sires
Name:	Fabian Sires
Title:	Manager
By:	/s/ Gérard Becquer
Name:	Gérard Becquer
Title:	Manager
SAVINA HOLDINGS L.P. By: Savina Holdings GP LLP, its general partner
By:	/s/ Paul Owers
Name:	Paul Owers
Title:	Member
SAVINA HOLDINGS GP LLP
By:	/s/ Paul Owers
Name:	Paul Owers
Title:	Member

[StoneCo Ltd. – Schedule 13G/A]

15