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Passos Participacoes S.A., et al. – ‘SC 13G’ on 2/13/20 re: Natura&Co Holding S.A.

On:  Thursday, 2/13/20, at 3:22pm ET   ·   Accession #:  950103-20-2727   ·   File #:  5-91389

Previous ‘SC 13G’:  None   ·   Next:  ‘SC 13G/A’ on 2/12/21   ·   Latest:  ‘SC 13G/A’ on 2/14/24

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/13/20  Passos Participacoes S.A.         SC 13G                 3:446K Natura&Co Holding S.A.            Davis Polk & … LLP 01/FA
          Antonio Luiz da Cunha Seabra
          Fabio Dalla Colleta De Mattos
          Fabricius Pinotti
          Felipe Pedroso Leal
          Fundo De Investimento De Acoes Veredas -- Investim… Exterior
          Guilherme Peirao Leal
          Gustavo Dalla Colleta De Mattos
          Lucia Helena Rios Seabra
          Maria Heli Dalla Colleta De Mattos
          Norma Regina Pinotti
          Pedro Luiz Barreiros Passos
          Ricardo Pedroso Leal
          Vinicius Pinotti

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Acquisition of Beneficial Ownership    HTML     86K 
                by a Passive Investor                                            
 2: EX-99.1     Exhibit 1                                           HTML     22K 
 3: EX-99.2     Exhibit 2                                           HTML    129K 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.____)*

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.

** There is no CUSIP number assigned to the Shares. CUSIP number 63884N108 has been assigned to the ADSs, which are quoted on the New York Stock Exchange under the symbol “NTCO.”

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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Item 1(a). Name of Issuer:

Natura &Co Holding S.A. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

Avenida Alexandre Colares, No. 1188, Sala A17, Bloco A
Parque Anhanguera
São Paulo, São Paulo, 05106-000, Brazil

Item 2(a). Name of Persons Filing:

This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

The Reporting Persons are filing this Schedule 13G jointly pursuant to their Shareholders Agreement (as defined in Item 4(a)), filed as Exhibit 2 hereto. Each of the Reporting Persons is a shareholder of the Issuer. Each of the Reporting Persons, however, disclaims beneficial ownership with respect to any common shares owned by the other Reporting Persons.

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.

Item 2(b). Address of Principal Business Office:

Item 2(c). Citizenship:

The citizenship of each of the Reporting Persons is as follows:

Item 2(d). Title of Class of Securities:

Common shares, no par value (the “Shares”)
American Depositary Shares (as evidenced by American Depositary Receipts), each representing two Shares.

Item 2(e). CUSIP Number:

There is no CUSIP number assigned to the Shares. CUSIP number 63884N108 has been assigned to the ADSs, which are quoted on the New York Stock Exchange under the symbol “NTCO.”

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.

Item 4. Ownership.

The information set forth in Item 2 above is incorporated by reference for each Reporting Person.

See the cover pages for each of the reporting persons.

Passos Participações S.A. is controlled by Pedro Luiz Barreiros Passos.

Mr. Guilherme Peirão Leal owns a total of 99,342,778 Shares (equivalent to 8.4% of Shares outstanding as of January 27, 2020) with respect to which he has sole dispositive power. In addition, Mr. Guilherme Peirão Leal can individually exercise voting rights with respect to the Shares held by Mr. Felipe Pedroso Leal and Mr. Ricardo Pedroso Leal (which together, amount to an aggregate of 90,698,984 Shares) and also benefits from a lifelong right to receive dividends and other distributions on such Shares owned by Mr. Felipe Pedroso Leal and Mr. Ricardo Pedroso Leal. Shares owned by Mr. Felipe Pedroso Leal and Mr. Ricardo Pedroso Leal may not be disposed of by such persons without Mr. Guilherme Peirão Leal’s consent.

Passos Participações S.A., Antonio Luiz da Cunha Seabra, Lucia Helena Rios Seabra, Guilherme Peirão Leal, Pedro Luiz Barreiros Passos, Felipe Pedroso Leal, Ricardo Pedroso Leal, Norma Regina Pinotti, Vinicius Pinotti, Fabricius Pinotti, Maria Heli Dalla Colleta de Mattos, Gustavo Dalla Colleta de Mattos, Fabio Dalla Colleta de Mattos and Fundo de Investimento de Ações Veredas—Investimento no Exterior are parties to a shareholders’ agreement dated September 4, 2019 relating to their stakes in the Issuer indicated in such agreement (the “Shareholders’ Agreement”). As a result, Passos Participações S.A., Antonio Luiz

da Cunha Seabra, Lucia Helena Rios Seabra, Guilherme Peirão Leal, Pedro Luiz Barreiros Passos, Felipe Pedroso Leal, Ricardo Pedroso Leal, Norma Regina Pinotti, Vinicius Pinotti, Fabricius Pinotti, Maria Heli Dalla Colleta de Mattos, Gustavo Dalla Colleta de Mattos, Fabio Dalla Colleta de Mattos and Fundo de Investimento de Ações Veredas—Investimento no Exterior are deemed to have shared voting power with respect to 43.46% of the Shares. The Shareholders’ Agreement, as amended, is incorporated herein by reference as Exhibit 2.

See the cover pages for each of the reporting persons.

See the cover pages for each of the reporting persons.

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.

See Item 4, which states the identity of the members of the group filing this Schedule 13G.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

Not applicable.

EXHIBIT INDEX

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 13, 2020

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G’ Filing		Date		Other Filings
Filed on:		2/13/20		None on these Dates
		1/27/20
		12/31/19
		9/4/19
				List all Filings

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Filing Submission 0000950103-20-002727   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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