Netshoes (Cayman) (NETS) SC 13G/A Netshoes (Cayman) Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Netshoes (Cayman) Limited

(Name of Issuer)

Common Shares, nominal value US$0.0033

(Title of Class of Securities)

G6455X107

(CUSIP Number)

December 31, 2018

(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 (the “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. G6455X107 13G

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Temasek Holdings (Private) Limited
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 Republic of Singapore

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 BOX 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) HC

CUSIP No. G6455X107 13G

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Fullerton Fund Investments Pte Ltd
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 Republic of Singapore

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 BOX 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) HC

CUSIP No. G6455X107 13G

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Seletar Fund Investments Pte Ltd
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 Republic of Singapore

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 BOX 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) HC

CUSIP No. G6455X107 13G

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Clemenceau Investments Pte Ltd
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 Cayman Islands

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 BOX 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

Item 1(a). Name of Issuer:

Netshoes (Cayman) Limited (the “Issuer”)

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

Rua Vergueiro 961, Liberdade

São Paulo, São Paulo, Brazil01504-001

Item 2(a). Name of Person Filing:

(1) Temasek Holdings (Private) Limited

(2) Fullerton Fund Investments Pte Ltd, a wholly-owned subsidiary of Temasek Holdings (Private) Limited.

(3) Seletar Fund Investments Pte Ltd, a wholly-owned subsidiary of Fullerton Fund Investments Pte Ltd.

(4) Clemenceau Investments Pte Ltd, a wholly-owned subsidiary of Seletar Fund Investments Pte Ltd.

Item 2(b). Address of Principal Business Office or, if none, Residence:

(1) 60B Orchard Road,#06-18 Tower 2, The Atrium@Orchard, Singapore 238891

(2) 60B Orchard Road,#06-18 Tower 2, The Atrium@Orchard, Singapore 238891

(3) 60B Orchard Road,#06-18 Tower 2, The Atrium@Orchard, Singapore 238891

(4) c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand CaymanKY1-9005, Cayman Islands

Item 2(c). Citizenship:

(1) Republic of Singapore

(2) Republic of Singapore

(3) Republic of Singapore

(4) Cayman Islands

Item 2(d). Title of Class of Securities:

Common Shares, nominal value US$0.0033

Item 2(e). CUSIP Number:

G6455X107

Item 3.

Not applicable.

Item 4. Ownership.

(a) Amount Beneficially Owned: 0.

(b) Percent of Class: 0%.

(c) Number of shares as to which the person has:

As of December 31, 2018:

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

0

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

0

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

0

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

0

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 Member of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

Not applicable.

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 14, 2019

Temasek Holdings (Private) Limited(1)
By:	/s/ Andrew Ang Lye Whatt
Name:	Andrew Ang Lye Whatt
Title:	Authorized Signatory
Fullerton Fund Investments Pte Ltd(1)
By:	/s/ Cheong Kok Tim
Name:	Cheong Kok Tim
Title:	Director
Seletar Fund Investments Pte Ltd(1)
By:	/s/ Lim Siew Lee Sherlyn
Name:	Lim Siew Lee Sherlyn
Title:	Director
Clemenceau Investments Pte Ltd(1)
By:	/s/ Tan Lay Khim
Name:	Tan Lay Khim
Title:	Director

(1) This amendment is being filed jointly by Temasek Holdings (Private) Limited, Fullerton Fund Investments Pte Ltd, Seletar Fund Investments Pte Ltd, and Clemenceau Investments Pte Ltd pursuant to their Joint Filing Agreement dated February 12, 2018 filed as an exhibit to the Schedule 13G filed by Temasek Holdings (Private) Limited, Fullerton Fund Investments Pte Ltd, Seletar Fund Investments Pte Ltd, and Clemenceau Investments Pte Ltd with respect to the Issuer on February 12, 2018.