SC 13G 1 brhc10048050_sc13g.htm SC 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

	Vitru Ltd
(Name of Issuer)

	Common Stock, USD 0.000050
(Title of Class of Securities)

G9440D103

(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).

SCHEDULE 13G

CUSIP • G9440D103

1	NAMES OF REPORTING PERSONS
	Ninety One UK Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Kingdom

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			2,474,745

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			2,474,745

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,474,745

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.39%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	FI

Schedule 13G

Item 1(a).

Name of Issuer:

Vitru Ltd

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Rodovia José Carlos Daux, 5500, Torre Jurerê A

2nd floor, Saco Grande, Florianópolis

State of Santa Catarina, 88032-005, Brazil

Item 2(a).

Name of Person Filing:

Ninety One UK Limited

Item 2(b).

Address of Principal Business Office or, if None, Residence:

Ninety One UK Limited

55 Gresham Street

London

EC2V 7HB

United Kingdom

Item 2(c).

Citizenship:

United Kingdom

Item 2(d).

Title of Class of Securities:

Common Stock USD 0.00005

Item 2(e).

CUSIP Number:

G9440D103

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	☐	Broker or Dealer Registered Under Section 15 of the Act (15 U.S.C. 78o)

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)

(c)	☐	Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)

(d)	☐	Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)

(e)	☐	Investment Adviser in accordance with § 240.13d-1(b)(1)(ii)(E)

(f)	☐	Employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F)

(g)	☐	Parent Holding Company or control person in accordance with §240.13d-1(b)(ii)(G)

(h)	☐	Savings Association as defined in §3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)

(i)	☐	Church plan that is excluded from the definition of an investment company under §3(c)(15) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)

(j)	☒	A non-U.S. institution in accordance with §240.13d-1(b)(ii)(J)

(k)	☐	Group, in accordance with §240.13d-1(b)(ii)(K)

Item 4.

Ownership.

(a)

Amount beneficially owned:

2,474,745

(b)

Percent of class¹:

7.39%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

2,474,745

(ii)

Shared power to vote or to direct the vote:

(iii)

Sole power to dispose or to direct the disposition of:

2,474,745

(iv)

Shared power to dispose or to direct the disposition of:

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.

Ninety One UK (“Ninety One UK”) in its capacity as discretionary investment adviser to its various clients, may be deemed to be the beneficial owner of 2,474,745 shares owned by such clients or for such clients’ benefit, Ninety One UK, in its capacity as discretionary investment adviser, has the power to dispose, direct the disposition of, and vote the shares. The clients are entitled to receive all dividends from and proceeds from any sale of, the shares. To the knowledge of Ninety One UK no single client of Ninety One UK owns 5% or more of the class. No shares are held by Ninety One UK.

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.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 10^th 2023
	• Ninety One UK Limited

	By:	Richard Brearley
		Name: Richard Brearley
		Title: Head of Compliance

SEC Form SC 13G filed by Vitru Limited