Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 34)*
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Afya Ltd (Name of Issuer) |
Class A Common Shares, par value $0.00005 per share (Title of Class of Securities) |
G01125106 (CUSIP Number) |
Denise Abel Bertelsmann SE & Co. KGaA, Carl-Bertelsmann-Strasse 270 Gutersloh, 2M, 33311 49-0-5241-80-2551 Michael Davis, Esq. Davis Polk & Wardwell LLP, 450 Lexington Avenue New York, NY, 10017 212-450-4184 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/04/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | G01125106 |
| 1 |
Name of reporting person
Bertelsmann SE & Co. KGaA | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
61,076,080.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
72.27 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
With reference to Row 11: Aggregate amount beneficially owned by Bertelsmann SE & Co. KGaA (Bertelsmann) and Erste WV Gutersloh GmbH, a wholly-owned direct subsidiary of Bertelsmann (Erste, and collectively with Bertelsmann, the Reporting Person) consists of 34,074,134 Class B common shares and 27,001,946 Class A common shares held of record by the Reporting Person. Each Class B common share held of record by the Reporting Person is convertible into one Class A common share at the option of its holder at any time. With reference to Row 13: Represents the quotient obtained by dividing (a) the number of Class B common shares and Class A common shares beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 50,437,186 Class A common shares outstanding as of March 31, 2026 as reported by the Issuer in its Current Report on Form 6-K, filed with the Securities and Exchange Commission (the Commission) on May 7, 2026 (as reduced by the number of treasury shares reported therein), and (ii) the aggregate number of Class B common shares beneficially owned by the Reporting Person. The aggregate number of Class B common shares beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into
Class A common shares only for the purpose of computing the percentage ownership of the Reporting Person. As of March 31, 2026, the number of Class A common shares outstanding was 50,437,186 and the percentage beneficially owned was 53.54%. With reference to Row 13: Each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B common shares because the Class B common shares are treated as converted into Class A common shares for the purpose of this report.
SCHEDULE 13D
|
| CUSIP No. | G01125106 |
| 1 |
Name of reporting person
Erste WV Gutersloh GmbH | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
61,076,080.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
72.27 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
With reference to Row 11: Aggregate amount beneficially owned by Bertelsmann SE & Co. KGaA (Bertelsmann) and Erste WV Gutersloh GmbH, a wholly-owned direct subsidiary of Bertelsmann (Erste, and collectively with Bertelsmann, the Reporting Person) consists of 34,074,134 Class B common shares and 27,001,946 Class A common shares held of record by the Reporting Person. Each Class B common share held of record by the Reporting Person is convertible into one Class A common share at the option of its holder at any time. With reference to Row 13: Represents the quotient obtained by dividing (a) the number of Class B common shares and Class A common shares beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 50,437,186 Class A common shares outstanding as of March 31, 2026 as reported by the Issuer in its Current Report on Form 6-K, filed with the Securities and Exchange Commission (the Commission) on May 7, 2026 (as reduced by the number of treasury shares reported therein), and (ii) the aggregate number of Class B common shares beneficially owned by the Reporting Person. The aggregate number of Class B common shares beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A common shares only for the purpose of computing the percentage ownership of the Reporting Person. As of March 31, 2026, the number of Class A common shares outstanding was 50,437,186 and the percentage beneficially owned was 53.54%. With reference to Row 13: Each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B common shares because the Class B common shares are treated as converted into Class A common shares for the purpose of this report.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Shares, par value $0.00005 per share | |
| (b) | Name of Issuer:
Afya Ltd | |
| (c) | Address of Issuer's Principal Executive Offices:
ALAMEDA OSCAR NIEMEYER NO. 119 15TH FL, VILA DA SERRA NOVA LIMA, MINAS GERAIS, VILA DA SERRA, NOVA LIMA,
BRAZIL
, 34006-056. | |
Item 1 Comment:
This Amendment No. 34 (the "Amendment") amends and supplements the Schedule 13D filed by the Reporting Person on August 10, 2021 (the "Original Schedule 13D", as further amended on March 4, 2022, "Amendment No. 1", as further amended on April 18, 2022, "Amendment No. 2", as further amended on April 25, 2022, "Amendment No. 3," as further amended on May 4, 2022, "Amendment No. 4," as further amended on May 23, 2022, "Amendment No. 5," as further amended on May 27, 2022, "Amendment No. 6," as further amended on August 1, 2022, "Amendment No. 7," as further amended on August 31, 2022, "Amendment No. 8," as further amended on September 23, 2022, "Amendment No. 9," as further amended on October 24, 2022, "Amendment No. 10," as further amended on November 9, 2022, "Amendment No. 11," as further amended on November 29, 2022, "Amendment No. 12," as further amended on December 16, 2022, "Amendment No. 13," as further amended on December 21, 2022, "Amendment No. 14," as further amended on January 12, 2023, "Amendment No. 15," as further amended on February 23, 2023, "Amendment No. 16," as further amended on March 29, 2023, "Amendment No. 17," as further amended on May 1, 2023, "Amendment No. 18," as further amended on June 20, 2023, "Amendment No. 19," as further amended on July 25, 2023, "Amendment No. 20," as further amended on September 7, 2023, "Amendment No. 21," as further amended on October 31, 2023, "Amendment No. 22," as further amended on December 12, 2023, "Amendment No. 23," as further amended on February 12, 2024, "Amendment No. 24," as further amended on March 19, 2024, "Amendment No. 25," as further amended on May 7, 2024, "Amendment No. 26," as further amended on May 22, 2024, "Amendment No. 27," as further amended on June 27, 2024, "Amendment No. 28," as further amended on July 23, 2024, "Amendment No. 29," as further amended on September 18, 2024, "Amendment No. 30," as further amended on October 31, 2024, "Amendment No. 31," as further amended on December 20, 2024, "Amendment No. 32," as further amended on March 4, 2025, "Amendment No. 33," and, as amended and supplemented by this Amendment, the "Schedule 13D"). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19, Amendment No. 20, Amendment No. 21, Amendment No. 22, Amendment No. 23, Amendment No. 24, Amendment No. 25, Amendment No. 26, Amendment No. 27, Amendment No. 28, Amendment No. 29, Amendment No. 30, Amendment No. 31, Amendment No. 32 or Amendment No. 33. Capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Original Schedule 13D. This Schedule 13D relates to the Class A common shares, par value $0.00005, of Afya Limited, an exempted liability company incorporated under the laws of the Cayman Islands (the "Issuer"), having its registered offices at Alameda Oscar Niemeyer, No. 119, Salas 502, 504, 1,501 and 1,503, Vila da Serra, Nova Lima, Minas Gerais Brazil. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
This Amendment No. 34 amends and supplements Item 3 of the Original Schedule 13D (as amended by Amendment No. 3, Amendment No. 5, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19, Amendment No. 20, Amendment No. 21, Amendment No. 22, Amendment No. 23, Amendment No. 25, Amendment No. 26, Amendment No. 28, Amendment No. 29, Amendment No. 30, Amendment No. 31, Amendment No. 32 and Amendment No. 33) as follows: The Reporting Person purchased an additional 425,367 Class A common shares pursuant to the Trading Plan for a purchase price of $7,358,766.71, or an average of $17.30 per Class A common share. Such price was funded by the Reporting Person through internally generated funds. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | This Amendment No. 34 amends and supplements Item 5 of the Original Schedule 13D (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19, Amendment No. 20, Amendment No. 21, Amendment No. 22, Amendment No. 23, Amendment No. 24, Amendment No. 25, Amendment No. 26, Amendment No. 28, Amendment No. 29, Amendment No. 30, Amendment No. 31, Amendment No. 32 and Amendment No. 33) as follows: The information relating to the beneficial ownership of Class A common shares by the Reporting Person as set forth in rows 7 through 13 of the cover pages hereto is incorporated by reference. The Reporting Person is the beneficial owner of 27,001,946 Class A common shares, which represents 53.54% of the Class A common shares outstanding based on 50,437,186 Class A common shares outstanding as of March 31, 2026 as reported by the Issuer in its Current Report on Form 6-K, filed with the Commission on May 7, 2026 (as reduced by the number of treasury shares reported therein). Except as set forth in this Item 5(a), the Reporting Person does not own beneficially any Class A common shares. The Reporting Person will provide upon request of the SEC staff the full information regarding the number of shares purchased or sold at each separate price. | |
| (b) | This Amendment No. 34 amends and supplements Item 5 of the Original Schedule 13D (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19, Amendment No. 20, Amendment No. 21, Amendment No. 22, Amendment No. 23, Amendment No. 24, Amendment No. 25, Amendment No. 26, Amendment No. 28, Amendment No. 29, Amendment No. 30, Amendment No. 31, Amendment No. 32 and Amendment No. 33) as follows: The Reporting Person has shared power to vote and dispose of 27,001,946 Class A common shares. | |
| (c) | This Amendment No. 34 amends and supplements Item 5 of the Original Schedule 13D (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19, Amendment No. 20, Amendment No. 21, Amendment No. 22, Amendment No. 23, Amendment No. 24, Amendment No. 25, Amendment No. 26, Amendment No. 28, Amendment No. 29, Amendment No. 30, Amendment No. 31, Amendment No. 32 and Amendment No. 33) as follows: The Reporting Person has purchased the following Class A common shares in open market transactions pursuant to the Trading Plan since the filing of the Schedule 13D/A on March 4, 2025: Transaction Date Class A Common Shares Purchased Average Price Per Share March 3, 2025 22,911 16.59 March 4, 2025 14,749 16.33 March 5, 2025 15,000 16.72 March 6, 2025 22,252 16.73 March 7, 2025 19,812 16.93 March 10, 2025 23,023 17.15 March 11, 2025 21,883 15.90 March 12, 2025 21,244 16.02 March 13, 2025 19,714 16.10 March 14, 2025 4,100 17.99 March 17, 2025 1,946 17.99 March 18, 2025 17,623 17.97 March 19, 2025 23,621 17.98 March 20, 2025 21,514 17.94 March 21, 2025 21,260 17.98 March 24, 2025 19,663 17.98 March 25, 2025 10,934 18.00 March 26, 2025 23,287 17.96 March 27, 2025 23,287 17.95 March 28, 2025 23,287 17.75 March 31, 2025 20,596 17.65 April 1, 2025 7,421 17.98 April 2, 2025 1,300 17.97 April 3, 2025 13,969 17.99 April 4, 2025 10,971 17.18 | |
| 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.
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