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"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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dLocal Ltd (Name of Issuer) |
Class A Common Shares, par value $0.002 per share (Title of Class of Securities) |
G29018101 (CUSIP Number) |
12/31/2024 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G29018101 |
| 1 | Names of Reporting Persons
Sergio Enrique Fogel Kaplan | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
URUGUAY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
50,893,599.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
25.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Aggregate Amount Beneficially Owned by Each Reporting Person consists of 48,718,177 Class B common shares and 2,175,422 Class A common shares held indirectly through IZBA S.A.(2) Percent of class represents the quotient obtained by dividing (a) the number of common shares beneficially owned by the Reporting Person as set forth in row 9 by (b) the sum of (i) 151,420,944 Class A common shares outstanding as of December 31, 2024, as reported by the Issuer to the Reporting Person, 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.
SCHEDULE 13G
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| CUSIP No. | G29018101 |
| 1 | Names of Reporting Persons
IZBA S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
PANAMA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
50,893,599.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
25.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Aggregate Amount Beneficially Owned by Each Reporting Person consists of 48,718,177 Class B common shares and 2,175,422 Class A common shares.(2) Percent of class represents the quotient obtained by dividing (a) the number of common shares beneficially owned by the Reporting Person as set forth in row 9 by (b) the sum of (i) 151,420,944 Class A common shares outstanding as of December 31, 2024, as reported by the Issuer to the Reporting Person, 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.
SCHEDULE 13G
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| CUSIP No. | G29018101 |
| 1 | Names of Reporting Persons
ALINE EVA HERRNSTADT | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
URUGUAY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
50,893,599.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
25.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Aggregate Amount Beneficially Owned by Each Reporting Person consists of 48,718,177 Class B common shares and 2,175,422 Class A common shares held indirectly through IZBA S.A.(2) Percent of class represents the quotient obtained by dividing (a) the number of common shares beneficially owned by the Reporting Person as set forth in row 9 by (b) the sum of (i) 151,420,944 Class A common shares outstanding as of December 31, 2024, as reported by the Issuer to the Reporting Person, 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.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
dLocal Ltd | |
| (b) | Address of issuer's principal executive offices:
DR. LUIS BONAVITA, 1294, Montevideo, Uruguay, 11300 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed by Sergio Enrique Fogel Kaplan, IZBA S.A. and Aline Eva Herrnstadt (the "Reporting Persons"). The Reporting Persons are direct or indirect shareholders of the Issuer. | |
| (b) | Address or principal business office or, if none, residence:
The principal office and business address of the Reporting person is Dr. Luis Bonavita, 1294, Montevideo, Uruguay, 11300. | |
| (c) | Citizenship:
See row 4 of the cover pages to this Schedule 13G. | |
| (d) | Title of class of securities:
Class A Common Shares, par value $0.002 per share | |
| (e) | CUSIP No.:
G29018101 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
All ownership percentages assume that there are 151,420,944 Class A common shares outstanding.The information set forth in Item 2 above is incorporated by reference for the Reporting Person.Each of Sergio Enrique Fogel Kaplan and Aline Eva Herrnstadt disclaims any beneficial ownership of the shares other than to the extent of any pecuniary interest he or she may have therein, directly or indirectly.See row 9 of the cover pages to this Schedule 13G. | |
| (b) | Percent of class:
See row 11 of the cover pages to this Schedule 13G. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See row 5 of the cover pages to this Schedule 13G. | ||
| (ii) Shared power to vote or to direct the vote:
See row 6 of the cover pages to this Schedule 13G. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See row 7 of the cover pages to this Schedule 13G. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See row 8 of the cover pages to this Schedule 13G. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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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