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Natura &Co Holding (NTCOY) SC 13G/ANatura &Co Holding / Passos Participacoes ownership change

Filed: 8 Feb 23, 4:56pm

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Natura &Co Holding S.A.

(Name of Issuer)

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

(Title of Class of Securities)

63884N108

(CUSIP Number)

December 31, 2022

(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).

1	NAMES OF REPORTING PERSONS Passos Participações 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER —
	6	SHARED VOTING POWER 50,670 Shares
	7	SOLE DISPOSITIVE POWER 50,670 Shares
	8	SHARED DISPOSITIVE POWER —

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,670 Shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%*
12	TYPE OF REPORTING PERSON CO

*

Based on 1,383,154,050 Shares outstanding as of February 1, 2023.

1

1	NAMES OF REPORTING PERSONS Antonio Luiz da Cunha Seabra
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER —
	6	SHARED VOTING POWER 199,154,443 Shares
	7	SOLE DISPOSITIVE POWER 199,154,443 Shares
	8	SHARED DISPOSITIVE POWER —

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 199,154,443 Shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.4%*
12	TYPE OF REPORTING PERSON IN

*

Based on 1,383,154,050 Shares outstanding as of February 1, 2023.

2

1	NAMES OF REPORTING PERSONS Lucia Helena Rios Seabra
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER —
	6	SHARED VOTING POWER 96 Shares
	7	SOLE DISPOSITIVE POWER 96 Shares
	8	SHARED DISPOSITIVE POWER —

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 96 Shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%*
12	TYPE OF REPORTING PERSON IN

*

Based on 1,383,154,050 Shares outstanding as of February 1, 2023.

3

1	NAMES OF REPORTING PERSONS Guilherme Peirão Leal
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER —
	6	SHARED VOTING POWER 190,044,521 Shares
	7	SOLE DISPOSITIVE POWER 99,345,537 Shares
	8	SHARED DISPOSITIVE POWER 90,698,984 Shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 190,044,521 Shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.7%*
12	TYPE OF REPORTING PERSON IN

*

Based on 1,383,154,050 Shares outstanding as of February 1, 2023.

4

1	NAMES OF REPORTING PERSONS Pedro Luiz Barreiros Passos
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER —
	6	SHARED VOTING POWER 2,625,923 Shares
	7	SOLE DISPOSITIVE POWER 2,625,923 Shares
	8	SHARED DISPOSITIVE POWER —

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,625,923 Shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2%*
12	TYPE OF REPORTING PERSON IN

*

Based on 1,383,154,050 Shares outstanding as of February 1, 2023.

5

1	NAMES OF REPORTING PERSONS Felipe Pedroso Leal
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER —
	6	SHARED VOTING POWER —
	7	SOLE DISPOSITIVE POWER —
	8	SHARED DISPOSITIVE POWER 45,349,492 Shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,349,492 Shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.3%*
12	TYPE OF REPORTING PERSON IN

*

Based on 1,383,154,050 Shares outstanding as of February 1, 2023.

6

1	NAMES OF REPORTING PERSONS Ricardo Pedroso Leal
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER —
	6	SHARED VOTING POWER —
	7	SOLE DISPOSITIVE POWER —
	8	SHARED DISPOSITIVE POWER 45,349,492 Shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,349,492 Shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.3%*
12	TYPE OF REPORTING PERSON IN

*

Based on 1,383,154,050 Shares outstanding as of February 1, 2023.

7

1	NAMES OF REPORTING PERSONS Norma Regina Pinotti
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER —
	6	SHARED VOTING POWER 37,942,838 Shares
	7	SOLE DISPOSITIVE POWER 37,942,838 Shares
	8	SHARED DISPOSITIVE POWER —

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,942,838 Shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.7%*
12	TYPE OF REPORTING PERSON IN

*

Based on 1,383,154,050 Shares outstanding as of February 1, 2023.

8

1	NAMES OF REPORTING PERSONS Vinicius Pinotti
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER —
	6	SHARED VOTING POWER 6,324,444 Shares
	7	SOLE DISPOSITIVE POWER 6,324,444 Shares
	8	SHARED DISPOSITIVE POWER —

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,324,444 Shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.5%*
12	TYPE OF REPORTING PERSON IN

*

Based on 1,383,154,050 Shares outstanding as of February 1, 2023.

9

1	NAMES OF REPORTING PERSONS Fabricius Pinotti
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER —
	6	SHARED VOTING POWER 6,324,444 Shares
	7	SOLE DISPOSITIVE POWER 6,324,444 Shares
	8	SHARED DISPOSITIVE POWER —

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,324,444 Shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.5%*
12	TYPE OF REPORTING PERSON IN

*

Based on 1,383,154,050 Shares outstanding as of February 1, 2023.

10

1	NAMES OF REPORTING PERSONS Maria Heli Dalla Colletta de Mattos
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER —
	6	SHARED VOTING POWER 24,305,810 Shares
	7	SOLE DISPOSITIVE POWER 24,305,810 Shares
	8	SHARED DISPOSITIVE POWER —

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,305,810 Shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.8%*
12	TYPE OF REPORTING PERSON IN

*

Based on 1,383,154,050 Shares outstanding as of February 1, 2023.

11

1	NAMES OF REPORTING PERSONS Gustavo Dalla Colletta de Mattos
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER —
	6	SHARED VOTING POWER 4,367,930 Shares
	7	SOLE DISPOSITIVE POWER 4,367,930 Shares
	8	SHARED DISPOSITIVE POWER —

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,367,930 Shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.3%*
12	TYPE OF REPORTING PERSON IN

*

Based on 1,383,154,050 Shares outstanding as of February 1, 2023.

12

1	NAMES OF REPORTING PERSONS Fabio Dalla Colletta de Mattos
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER —
	6	SHARED VOTING POWER 4,367,930 Shares
	7	SOLE DISPOSITIVE POWER 4,367,930 Shares
	8	SHARED DISPOSITIVE POWER —

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,367,930 Shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.3%*
12	TYPE OF REPORTING PERSON IN

*

Based on 1,383,154,050 Shares outstanding as of February 1, 2023.

13

1	NAMES OF REPORTING PERSONS Fundo de Investimento de Ações Veredas—Investimento no Exterior
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER —
	6	SHARED VOTING POWER 22,516,378 Shares
	7	SOLE DISPOSITIVE POWER 22,516,378 Shares
	8	SHARED DISPOSITIVE POWER —

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,516,378 Shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.6%*
12	TYPE OF REPORTING PERSON OO

*

Based on 1,383,154,050 Shares outstanding as of February 1, 2023.

14

1	NAMES OF REPORTING PERSONS Kairós Fundo de Investimento em Ações—Investimento no Exterior
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER —
	6	SHARED VOTING POWER 5,236,954 Shares
	7	SOLE DISPOSITIVE POWER 5,236,954 Shares
	8	SHARED DISPOSITIVE POWER —

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,236,954 Shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.4%*
12	TYPE OF REPORTING PERSON OO

*

Based on 1,383,154,050 Shares outstanding as of February 1, 2023.

15

1	NAMES OF REPORTING PERSONS RM Futura Multimercado Fundo de Investimento Crédito Privado Investimento no Exterior
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER —
	6	SHARED VOTING POWER 1,303,309 Shares
	7	SOLE DISPOSITIVE POWER 1,303,309 Shares
	8	SHARED DISPOSITIVE POWER —

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,303,309 Shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%*
12	TYPE OF REPORTING PERSON OO

*

Based on 1,383,154,050 Shares outstanding as of February 1, 2023.

16

1	NAMES OF REPORTING PERSONS Sirius III Multimercado Fundo de Investimento Crédito Privado Investimento no Exterior
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER —
	6	SHARED VOTING POWER 4,997,397 Shares
	7	SOLE DISPOSITIVE POWER 4,997,397 Shares
	8	SHARED DISPOSITIVE POWER —

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,997,397 Shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.4%*
12	TYPE OF REPORTING PERSON OO

*

Based on 1,383,154,050 Shares outstanding as of February 1, 2023.

17

1	NAMES OF REPORTING PERSONS Guilherme Ruggiero Passos
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER —
	6	SHARED VOTING POWER 11,804,241 Shares
	7	SOLE DISPOSITIVE POWER 11,804,241 Shares
	8	SHARED DISPOSITIVE POWER —

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,804,241 Shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.8%*
12	TYPE OF REPORTING PERSON IN

*

Based on 1,383,154,050 Shares outstanding as of February 1, 2023.

18

1	NAMES OF REPORTING PERSONS Patrícia Ruggiero Passos
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER —
	6	SHARED VOTING POWER 11,804,241 Shares
	7	SOLE DISPOSITIVE POWER 11,804,241 Shares
	8	SHARED DISPOSITIVE POWER —

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,804,241 Shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.8%*
12	TYPE OF REPORTING PERSON IN

*

Based on 1,383,154,050 Shares outstanding as of February 1, 2023.

19

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”):

(i)

Passos Participações S.A.

(ii)

Antonio Luiz da Cunha Seabra

(iii)

Lucia Helena Rios Seabra

(iv)

Guilherme Peirão Leal

(v)

Pedro Luiz Barreiros Passos

(vi)

Felipe Pedroso Leal

(vii)

Ricardo Pedroso Leal

(viii)

Norma Regina Pinotti

(ix)

Vinicius Pinotti

(x)

Fabricius Pinotti

(xi)

Maria Heli Dalla Colletta de Mattos

(xii)

Gustavo Dalla Colletta de Mattos

(xiii)

Fabio Dalla Colletta de Mattos

(xiv)

Fundo de Investimento de Ações Veredas—Investimento no Exterior

(xv)

Kairós Fundo de Investimento em Ações—Investimento no Exterior

(xvi)

Sirius III Multimercado Fundo de Investimento Crédito Privado Investimento no Exterior

(xvii)

RM Futura Multimercado Fundo de Investimento Crédito Privado Investimento no Exterior

(xviii)

Guilherme Ruggiero Passos

(ix)

Patrícia Ruggiero Passos

The Reporting Persons are filing this Schedule 13G (Amendment No. 3) 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 (Amendment No. 3) as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G (Amendment No. 3) jointly in accordance with the provisions of Rule 13d-1(k) of the Act.

1

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

(i)

The principal business address of Lucia Helena Rios Seabra is Avenida Alexandre Colares, No. 1188, Sala A17-Bloco A, Parque Anhanguera São Paulo, São Paulo 05106-000, Brazil.

(ii)

The principal business address of Pedro Luiz Barreiros Passos, Guilherme Ruggiero Passos, Patrícia Ruggiero Passos and Passos Participações S.A. is Rua Amauri, No. 255, ninth floor, Jardim Europa, City of São Paulo, State of São Paulo, 01448-000, Brazil.

(iii)

The principal business address of Antonio Luiz da Cunha Seabra, Guilherme Peirão Leal, Felipe Pedroso Leal and Ricardo Pedroso Leal is Rua Amauri, No. 255, 17^th floor, Jardim Europa, City of São Paulo, State of São Paulo, 01448-000, Brazil.

(iv)

The principal business address of Norma Regina Pinotti, Vinicius Pinotti and Fabricius Pinotti is Av. Nova Independência, No. 87, conj. 61, Brooklin, City of São Paulo, State of São Paulo, 04570-000, Brazil.

(v)

The principal business address of Maria Heli Dalla Colletta de Mattos, Gustavo Dalla Colletta de Mattos and Fabio Dalla Colletta de Mattos is Rua Marcos Melega, No. 150, Apt. 13A, Alto de Pinheiros, City of São Paulo, State of São Paulo, 05466-010, Brazil.

(vi)

The principal business address of Kairós Fundo de Investimento em Ações—Investimento no Exterior and Sirius III Multimercado Fundo de Investimento Crédito Privado Investimento no Exterior is Avenida Brigadeiro Faria Lima, No. 3400, 10^th floor, Itaim Bibi, City of São Paulo, State of São Paulo, 04.538-132, Brazil.

(vii)

The principal business address of RM Futura Multimercado Fundo de Investimento Crédito Privado Investimento no Exterior is Avenida Brigadeiro Faria Lima, No. 3400, 10th floor, Itaim Bibi, City of São Paulo, State of São Paulo, 04.538-132, Brazil.

(viii)

The principal business address of Fundo de Investimento de Ações Veredas—Investimento no Exterior is Praia de Botafogo, 501, 5th floor, parte Torre Corcovado, 22250-040, City of Rio de Janeiro, State of Rio de Janeiro, Brazil.

Item 2(c). Citizenship:

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

(i)

Passos Participações S.A. is a corporation (sociedade por ações) organized under the laws of Brazil.

(ii)

Each of Fundo de Investimento de Ações Veredas—Investimento no Exterior, Kairós Fundo de Investimento em Ações—Investimento no Exterior, Sirius III Multimercado Fundo de Investimento Crédito Privado Investimento no Exterior and RM Futura Multimercado Fundo de Investimento Crédito Privado Investimento no Exterior is a stock fund (fundo de investimento) organized under the laws of Brazil.

(iii)

All other Reporting Persons are natural persons holding Brazilian citizenship.

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:

63884N108

2

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.

(a)

Amount Beneficially Owned:

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 99,345,537 Shares (equivalent to 7.2% of Shares outstanding as of February 1, 2023) 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 Colletta de Mattos, Gustavo Dalla Colletta de Mattos, Fabio Dalla Colletta 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”). In addition, the following investment vehicles and individuals have acceded to the Shareholders’ Agreement after its execution: (i) Kairós Fundo de Investimento em Ações—Investimento no Exterior, which is indirectly beneficially owned by Mr. Antonio Luiz da Cunha Seabra; (ii) Sirius III Multimercado Fundo de Investimento Crédito Privado Investimento no Exterior, in which Mr. Guilherme Peirão Leal has a direct beneficial ownership interest in excess of 50%; (iii) RM Futura Multimercado Fundo de Investimento Crédito Privado Investimento no Exterior, in which Mrs. Maria Heli Dalla Colletta de Mattos has a direct beneficial ownership interest over 50%; (iv) Guilherme Ruggiero Passos; and (v) Patrícia Ruggiero Passos.

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 Colletta de Mattos, Gustavo Dalla Colletta de Mattos, Fabio Dalla Colletta de Mattos, Fundo de Investimento de Ações Veredas—Investimento no Exterior, Kairós Fundo de Investimento em Ações—Investimento no Exterior, RM Futura Multimercado Fundo de Investimento Crédito Privado Investimento no Exterior, Sirius III Multimercado Fundo de Investimento Crédito Privado Investimento no Exterior, Guilherme Ruggiero Passos and Patrícia Ruggiero Passos are deemed to have shared voting power with respect to 38.6% of the Shares. The Shareholders’ Agreement, as amended, is incorporated herein by reference as Exhibit 2.

(b)

Percent of Class:

See the cover pages for each of the reporting persons.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

(ii)

Shared power to vote or to direct the vote:

(iii)

Sole power to dispose or to direct the disposition of:

3

(iv)

Shared power to dispose or direct the disposition of:

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 (Amendment No. 3).

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

Not applicable.

4

EXHIBIT INDEX

Exhibit

Exhibit Description

Exhibit 1

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended

Exhibit 2

Shareholders’ Agreement dated September 4, 2019

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 8, 2023

	Passos Participações S.A.


	By:	/s/ Pedro Luiz Barreiros Passos
		Name:	Pedro Luiz Barreiros Passos
		Title:	Managing Director

[Signature Page to Schedule 13G]

	Antonio Luiz da Cunha Seabra


	By:	/s/ Antonio Luiz da Cunha Seabra
		Name:	Antonio Luiz da Cunha Seabra

[Signature Page to Schedule 13G]

	Lucia Helena Rios Seabra


	By:	/s/ Lucia Helena Rios Seabra
		Name:	Lucia Helena Rios Seabra

[Signature Page to Schedule 13G]

	Guilherme Peirão Leal


	By:	/s/ Guilherme Peirão Leal
		Name:	Guilherme Peirão Leal

[Signature Page to Schedule 13G]

	Pedro Luiz Barreiros Passos


	By:	/s/ Pedro Luiz Barreiros Passos
		Name:	Pedro Luiz Barreiros Passos

[Signature Page to Schedule 13G]

	Felipe Pedroso Leal


	By:	/s/ Felipe Pedroso Leal
		Name:	Felipe Pedroso Leal

[Signature Page to Schedule 13G]

	Ricardo Pedroso Leal


	By:	/s/ Ricardo Pedroso Leal
		Name:	Ricardo Pedroso Leal

[Signature Page to Schedule 13G]

	Norma Regina Pinotti


	By:	/s/ Norma Regina Pinotti
		Name:	Norma Regina Pinotti

[Signature Page to Schedule 13G]

	Vinicius Pinotti


	By:	/s/ Vinicius Pinotti
		Name:	Vinicius Pinotti

[Signature Page to Schedule 13G]

	Fabricius Pinotti


	By:	/s/ Fabricius Pinotti
		Name:	Fabricius Pinotti

[Signature Page to Schedule 13G]

	Maria Heli Dalla Colletta de Mattos


	By:	/s/ Maria Heli Dalla Colletta de Mattos
		Name:	Maria Heli Dalla Colletta de Mattos

[Signature Page to Schedule 13G]

	Gustavo Dalla Colletta de Mattos


	By:	/s/ Gustavo Dalla Colletta de Mattos
		Name:	Gustavo Dalla Colletta de Mattos

[Signature Page to Schedule 13G]

	Fabio Dalla Colletta de Mattos


	By:	/s/ Fabio Dalla Colletta de Mattos
		Name:	Fabio Dalla Colletta de Mattos

[Signature Page to Schedule 13G]

	Fundo de Investimento de Ações Veredas—Investimento no Exterior


	By:	/s/ Guilherme Ruggiero Passos
		Name:	Guilherme Ruggiero Passos
		Title:	Director to SPN Gestão — Fund’s IM

[Signature Page to Schedule 13G]

	Kairós Fundo de Investimento em Ações—Investimento no Exterior


	By:	Pragma Gestão de Patrimônio Ltda.


	By:	/s/ Aloísio Pereira Camargo
		Name:	Aloísio Pereira Camargo
		Title:	Officer

	By:	/s/ Alexandre Quintas da Rocha Braga
		Name:	Alexandre Quintas da Rocha Braga
		Title:	Officer

[Signature Page to Schedule 13G]

	RM Futura Multimercado Fundo de Investimento Crédito Privado Investimento no Exterior


	By:	Pragma Gestão de Patrimônio Ltda.


	By:	/s/ Aloísio Pereira Camargo
		Name:	Aloísio Pereira Camargo
		Title:	Officer

	By:	/s/ Alexandre Quintas da Rocha Braga
		Name:	Alexandre Quintas da Rocha Braga
		Title:	Officer

[Signature Page to Schedule 13G]

	Sirius III Multimercado Fundo de Investimento Crédito Privado Investimento no Exterior


	By:	Pragma Gestão de Patrimônio Ltda.


	By:	/s/ Aloísio Pereira Camargo
		Name:	Aloísio Pereira Camargo
		Title:	Officer

	By:	/s/ Alexandre Quintas da Rocha Braga
		Name:	Alexandre Quintas da Rocha Braga
		Title:	Officer

[Signature Page to Schedule 13G]

	Guilherme Ruggiero Passos


	By:	/s/ Guilherme Ruggiero Passos
		Name:	Guilherme Ruggiero Passos

[Signature Page to Schedule 13G]

	Patrícia Ruggiero Passos


	By:	/s/ Patrícia Ruggiero Passos
		Name:	Patrícia Ruggiero Passos

[Signature Page to Schedule 13G]

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