Blackstone Holdings IV SC 13G/A Patria Investments / Blackstone Holdings IV ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Patria Investments Limited

(Name of Issuer)

Class A common shares, par value $0.0001 per share

(Title of Class of Securities)

G69451105

(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 disclosures provided in a prior cover page.

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).

CUSIP No. G69451105

1	NAMES OF REPORTING PERSONS   Blackstone PAT Holdings IV, L.L.C.
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   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   0
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

2

CUSIP No. G69451105

1	NAMES OF REPORTING PERSONS   Blackstone Holdings IV L.P.
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   Canada

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   0
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

3

CUSIP No. G69451105

1	NAMES OF REPORTING PERSONS   Blackstone Holdings IV GP L.P.
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   Canada

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   0
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

4

CUSIP No. G69451105

1	NAMES OF REPORTING PERSONS   Blackstone Holdings IV GP Management (Delaware) L.P.
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   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   0
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

5

CUSIP No. G69451105

1	NAMES OF REPORTING PERSONS   Blackstone Holdings IV GP Management L.L.C.
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   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   0
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

6

CUSIP No. G69451105

1	NAMES OF REPORTING PERSONS   Blackstone Inc.
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   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   0
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

7

CUSIP No. G69451105

1	NAMES OF REPORTING PERSONS   Blackstone Group Management L.L.C.
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   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   0
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

8

CUSIP No. G69451105

1	NAMES OF REPORTING PERSONS   Stephen A. Schwarzman
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   United States

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   0
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

9

Item 1(a). Name of Issuer

Patria Investments Limited (the “Issuer”)

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

18 Forum Lane, 3^rd Floor

Camana Bay, PO Box 757, KY1-9006

Grand Cayman, Cayman Islands

Item 2(a). Name of Person Filing

Item 2(b). Address of Principal Business Office

Item 2(c). Citizenship

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

(i) Blackstone PAT Holdings IV, L.L.C.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(ii) Blackstone Holdings IV L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: Canada

(iii) Blackstone Holdings IV GP L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: Canada

(iv) Blackstone Holdings IV GP Management (Delaware) L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(v) Blackstone Holdings IV GP Management L.L.C.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(vi) Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

10

(vii) Blackstone Group Management L.L.C.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(viii) Stephen A. Schwarzman

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: United States

Blackstone Holdings IV L.P. is the sole member of Blackstone PAT Holdings IV, L.L.C. Blackstone Holdings IV GP L.P. is the general partner of Blackstone Holdings IV L.P. Blackstone Holdings IV GP Management (Delaware) L.P. is the general partner of Blackstone Holdings IV GP L.P. Blackstone Holdings IV GP Management L.L.C. is the general partner of Blackstone Holdings IV GP Management (Delaware) L.P. The sole member of Blackstone Holdings IV GP Management L.L.C. is Blackstone Inc. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.

The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.

Item 2(d). Title of Class of Securities

Class A common shares, par value $0.0001 per share the (the “Class A Common Shares”)

Item 2(e). CUSIP Number

G69451105

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:

Not applicable.

Item 4. Ownership

(a) Amount beneficially owned:

Reporting Persons no longer beneficially own any Class A Common Shares.

(b) Percent of class:

Reporting Persons no longer beneficially own any Class A Common Shares.

(c) Number of Shares as to which the Reporting Person has:

    (i) Sole power to vote or to direct the vote:

See each cover page hereof.

    (ii) Shared power to vote or to direct the vote:

See each cover page hereof.

    (iii) Sole power to dispose or to direct the disposition of:

See each cover page hereof.

    (iv) Shared power to dispose or to direct the disposition of:

See each cover page hereof.

11

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒

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

Not applicable.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

Not applicable.

12

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 9, 2023

BLACKSTONE PAT HOLDINGS IV, L.L.C.
By: Blackstone Holdings IV L.P., its sole member
By: Blackstone Holdings IV GP L.P., its general partner
By: Blackstone Holdings IV GP Management (Delaware) L.P., its general partner
By: Blackstone Holdings IV GP Management L.L.C., its general partner
By:	/s/ Tabea Hsi
Name: Tabea Hsi
Title: Senior Managing Director – Assistant Secretary
BLACKSTONE HOLDINGS IV L.P.
By: Blackstone Holdings IV GP L.P., its general partner
By: Blackstone Holdings IV GP Management (Delaware) L.P., its general partner
By: Blackstone Holdings IV GP Management L.L.C., its general partner
By:	/s/ Tabea Hsi
Name: Tabea Hsi
Title: Senior Managing Director – Assistant Secretary
BLACKSTONE HOLDINGS IV GP L.P.
By: Blackstone Holdings IV GP Management (Delaware) L.P., its general partner
By: Blackstone Holdings IV GP Management L.L.C., its general partner
By:	/s/ Tabea Hsi
Name: Tabea Hsi
Title: Senior Managing Director – Assistant Secretary

BLACKSTONE HOLDINGS IV GP MANAGEMENT (DELAWARE) L.P.
By: Blackstone Holdings IV GP Management L.L.C., its general partner
By:	/s/ Tabea Hsi
Name: Tabea Hsi
Title: Senior Managing Director – Assistant Secretary
BLACKSTONE HOLDINGS IV GP MANAGEMENT L.L.C.
By:	/s/ Tabea Hsi
Name: Tabea Hsi
Title: Senior Managing Director – Assistant Secretary
BLACKSTONE INC.
By:	/s/ Tabea Hsi
Name: Tabea Hsi
Title: Senior Managing Director
BLACKSTONE GROUP MANAGEMENT L.L.C.
By:	/s/ Tabea Hsi
Name: Tabea Hsi
Title: Senior Managing Director
By:	/s/ Stephen A. Schwarzman
Stephen A. Schwarzman