The Carlyle Group Inc. (CG) SC 13G/A Vitru / Carlyle ownership change

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Vitru Limited

(Name of Issuer)

Common shares, par value US$0.00005 per share

(Title of Class of Securities)

G9440D103

(CUSIP Number)

December 31, 2021

(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 No. G9440D103 Page 1 of 16

1	Names of Reporting Persons   The Carlyle Group Inc.
2	Check the Appropriate Box if a Member of a Group   (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   4,164,314
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   4,164,314

9	Aggregate Amount Beneficially Owned by Each Reporting Person   4,164,314
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐   Not Applicable
11	Percent of Class Represented by Amount in Row 9   17.7%
12	Type of Reporting Person   CO

Schedule 13G

CUSIP No. G9440D103 Page 2 of 16

1	Names of Reporting Persons   Carlyle Group Management L.L.C.
2	Check the Appropriate Box if a Member of a Group   (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  ☐   Not Applicable
11	Percent of Class Represented by Amount in Row 9   0.0%
12	Type of Reporting Person   OO (Limited Liability Company)

Schedule 13G

CUSIP No. G9440D103 Page 3 of 16

1	Names of Reporting Persons   Carlyle Holdings II GP L.L.C.
2	Check the Appropriate Box if a Member of a Group   (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   4,164,314
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   4,164,314

9	Aggregate Amount Beneficially Owned by Each Reporting Person   4,164,314
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐   Not Applicable
11	Percent of Class Represented by Amount in Row 9   17.7%
12	Type of Reporting Person   OO (Limited Liability Company)

Schedule 13G

CUSIP No. G9440D103 Page 4 of 16

1	Names of Reporting Persons   Carlyle Holdings II L.L.C.
2	Check the Appropriate Box if a Member of a Group   (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   4,164,314
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   4,164,314

9	Aggregate Amount Beneficially Owned by Each Reporting Person   4,164,314
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐   Not Applicable
11	Percent of Class Represented by Amount in Row 9   17.7%
12	Type of Reporting Person   OO (Limited Liability Company)

Schedule 13G

CUSIP No. G9440D103 Page 5 of 16

1	Names of Reporting Persons   CG Subsidiary Holdings L.L.C.
2	Check the Appropriate Box if a Member of a Group   (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   4,164,314
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   4,164,314

9	Aggregate Amount Beneficially Owned by Each Reporting Person   4,164,314
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐   Not Applicable
11	Percent of Class Represented by Amount in Row 9   17.7%
12	Type of Reporting Person   OO (Limited Liability Company)

Schedule 13G

CUSIP No. G9440D103 Page 6 of 16

1	Names of Reporting Persons   TC Group Cayman Investment Holdings, L.P.
2	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization   Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   4,164,314
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   4,164,314

9	Aggregate Amount Beneficially Owned by Each Reporting Person   4,164,314
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐   Not Applicable
11	Percent of Class Represented by Amount in Row 9   17.7%
12	Type of Reporting Person   PN

Schedule 13G

CUSIP No. G9440D103 Page 7 of 16

1	Names of Reporting Persons   TC Group Cayman Investment Holdings Sub L.P.
2	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization   Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   4,164,314
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   4,164,314

9	Aggregate Amount Beneficially Owned by Each Reporting Person   4,164,314
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐   Not Applicable
11	Percent of Class Represented by Amount in Row 9   17.7%
12	Type of Reporting Person   PN

Schedule 13G

CUSIP No. G9440D103 Page 8 of 16

1	Names of Reporting Persons   CSABF General Partner Limited
2	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization   Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   4,164,314
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   4,164,314

9	Aggregate Amount Beneficially Owned by Each Reporting Person   4,164,314
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐   Not Applicable
11	Percent of Class Represented by Amount in Row 9   17.7%
12	Type of Reporting Person   CO

Schedule 13G

CUSIP No. G9440D103 Page 9 of 16

1	Names of Reporting Persons   CSABF General Partner, L.P.
2	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization   Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   4,164,314
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   4,164,314

9	Aggregate Amount Beneficially Owned by Each Reporting Person   4,164,314
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐   Not Applicable
11	Percent of Class Represented by Amount in Row 9   17.7%
12	Type of Reporting Person   PN

Schedule 13G

CUSIP No. G9440D103 Page 10 of 16

1	Names of Reporting Persons   Mundi Holdings I, L.L.C.
2	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization   Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   4,164,314
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   4,164,314

9	Aggregate Amount Beneficially Owned by Each Reporting Person   4,164,314
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐   Not Applicable
11	Percent of Class Represented by Amount in Row 9   17.7%
12	Type of Reporting Person   OO (Limited Liability Company)

Schedule 13G

CUSIP No. G9440D103 Page 11 of 16

ITEM 1. (a) Name of Issuer:

Vitru Limited (the “Issuer”)

(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:

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:

Carlyle Group Management L.L.C.

The Carlyle Group Inc.

Carlyle Holdings II GP L.L.C.

Carlyle Holdings II L.L.C.

CG Subsidiary Holdings L.L.C.

TC Group Cayman Investment Holdings, L.P.

TC Group Cayman Investment Holdings Sub L.P.

CSABF General Partner Limited

CSABF General Partner, L.P.

Mundi Holdings I, L.L.C. (“Mundi I”)

(b) Address or Principal Business Office:

The address for each of TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., CSABF General Partner Limited, CSABF General Partner, LP, and Mundi I is c/o Walkers, 190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands.

The address for each of the remaining Reporting Persons is c/o The Carlyle Group Inc., 1001 Pennsylvania Avenue NW, Suite 220 South, Washington, D.C. 20004-2505.

(c) Citizenship of each Reporting Person is:

Each of TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., CSABF General Partner Limited, CSABF General Partner, LP, and Mundi I is organized under the laws of the Cayman Islands.

Each of the remaining Reporting Persons is organized under the laws of the state of Delaware.

Schedule 13G

CUSIP No. G9440D103 Page 12 of 16

(d) Title of Class of Securities:

Common shares, par value US$0.00005 per share (“Common Stock”).

(e) CUSIP Number:

G9440D103

ITEM 3.

Not applicable.

ITEM 4. Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2021, based upon 23,538,503 shares of Common Stock outstanding as of October 25, 2021, as disclosed in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 28, 2021.

Reporting Person	Amount beneficially owned		Percent of class:			Sole power to vote or to direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
Carlyle Group Management L.L.C.		0		0.0	%		0		0		0		0
The Carlyle Group Inc.		4,164,314		17.7	%		0		4,164,314		0		4,164,314
Carlyle Holdings II GP L.L.C.		4,164,314		17.7	%		0		4,164,314		0		4,164,314
Carlyle Holdings II L.L.C.		4,164,314		17.7	%		0		4,164,314		0		4,164,314
CG Subsidiary Holdings L.L.C.		4,164,314		17.7	%		0		4,164,314		0		4,164,314
TC Group Cayman Investment Holdings, L.P.		4,164,314		17.7	%		0		4,164,314		0		4,164,314
TC Group Cayman Investment Holdings Sub L.P.		4,164,314		17.7	%		0		4,164,314		0		4,164,314
CSABF General Partner Limited		4,164,314		17.7	%		0		4,164,314		0		4,164,314
CSABF General Partner, L.P.		4,164,314		17.7	%		0		4,164,314		0		4,164,314
Mundi Holdings I, L.L.C.		4,164,314		17.7	%		0		4,164,314		0		4,164,314

Mundi I is the record holder of the securities reported herein. The Carlyle Group Inc., which is a publicly traded company listed on Nasdaq, is the sole member of Carlyle Holdings II GP L.L.C., which is the managing member of Carlyle Holdings II L.L.C., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole member of CSABF General Partner Limited, which is the general partner of CSABF General Partner, L.P., which is the

Schedule 13G

CUSIP No. G9440D103 Page 13 of 16

ultimate general partner of each of the members of Mundi I. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Mundi I. Each of them disclaims beneficial ownership of such securities.

The irrevocable proxy held by Carlyle Group Management L.L.C. now allows it to vote less than a majority of the shares of The Carlyle Group Inc., and therefore Carlyle Group Management L.L.C. is no longer deemed to share beneficial ownership of the securities reported here.

TCG FBIE Holdings, LP, TCG Gestor Ltda., Fundo Brasil de Internacionalização de Empresas Fundo de Investimento em Participações Multiestratégia II, and Mundi Holdings II, L.L.C., which previously filed together with the Reporting Persons, will be filing a separate Schedule 13G.

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.

Not applicable.

ITEM 9. Notice of Dissolution of Group.

Not applicable.

ITEM 10. Certification.

Not applicable.

Schedule 13G

CUSIP No. G9440D103 Page 14 of 16

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.

Date:    February 11, 2022

Carlyle Group Management L.L.C.
By:	/s/ Anne Frederick, attorney-in-fact
Name:	Curtis L. Buser
Title:	Chief Financial Officer
The Carlyle Group Inc.
By:	/s/ Anne Frederick, attorney-in-fact
Name:	Curtis L. Buser
Title:	Chief Financial Officer
Carlyle Holdings II GP L.L.C.
By: The Carlyle Group Inc., its sole member
By:	/s/ Anne Frederick, attorney-in-fact
Name:	Curtis L. Buser
Title:	Chief Financial Officer
Carlyle Holdings II L.L.C.
By:	/s/ Anne Frederick, attorney-in-fact
Name:	Curtis L. Buser
Title:	Managing Director
CG Subsidiary Holdings L.L.C.
By:	/s/ Anne Frederick, attorney-in-fact
Name:	Curtis L. Buser
Title:	Managing Director
TC Group Cayman Investment Holdings, L.P.
By: CG Subsidiary Holdings L.L.C., its general partner
By:	/s/ Anne Frederick, attorney-in-fact
Name:	Curtis L. Buser
Title:	Managing Director

Schedule 13G

CUSIP No. G9440D103 Page 15 of 16

TC Group Cayman Investment Holdings Sub L.P.
By: TC Group Cayman Investment Holdings, L.P., its general partner
By: CG Subsidiary Holdings L.L.C., its general partner
By:	/s/ Anne Frederick, attorney-in-fact
Name:	Curtis L. Buser
Title:	Managing Director
CSABF General Partner Limited
By:	/s/ Robert Rosen
Name:	Robert Rosen
Title:	Director
CSABF General Partner, L.P.
By: CSABF General Partner Limited, its general partner
By:	/s/ Robert Rosen
Name:	Robert Rosen
Title:	Director
Mundi Holdings I, L.L.C.
By:	/s/ Robert Rosen
Name:	Robert Rosen
Title:	Authorized Person

Schedule 13G

CUSIP No. G9440D103 Page 16 of 16

LIST OF EXHIBITS

Exhibit No.	Description
24	Power of Attorney (previously filed).
99	Joint Filing Agreement (previously filed).