Nu (NU) SC 13G Nu / SEQUOIA CAPITAL U.S. GROWTH FUND VI 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.     )*

Nu Holdings Ltd.

(Name of Issuer)

Class A ordinary shares, par value $ 0.000006666666667 per share

(Title of Class of Securities)

G6683N 103**

(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.

** This CUSIP number applies to the Issuer’s Class A Ordinary Stock.

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).

1	NAME OF REPORTING PERSON   SEQUOIA CAPITAL U.S. GROWTH FUND VI, L.P. (“SEQUOIA CAPITAL U.S. GROWTH FUND VI”)
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   132,089,442
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   132,089,442

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   132,089,442
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   3.8%1
12	TYPE OF REPORTING PERSON   PN

1 Based on a total of 3,458,439,345 shares of common stock outstanding immediately following the Issuer’s global offering, as reported in the Issuer’s Rule 424B1 Prospectus filed with the Securities and Exchange Commission on December 9, 2021.

1	NAME OF REPORTING PERSON   SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS FUND VI, L.P. (“SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS FUND VI”)
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   7,971,750
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   7,971,750

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   7,971,750
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.2%1
12	TYPE OF REPORTING PERSON   PN

1 Based on a total of 3,458,439,345 shares of common stock outstanding immediately following the Issuer’s global offering, as reported in the Issuer’s Rule 424B1 Prospectus filed with the Securities and Exchange Commission on December 9, 2021.

1	NAME OF REPORTING PERSON   SEQUOIA CAPITAL U.S. VENTURE FUND XIV, L.P. (“SEQUOIA CAPITAL U.S. VENTURE FUND XIV”)
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   318,994,596
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   318,994,596

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   318,994,596
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   9.2%1
12	TYPE OF REPORTING PERSON   PN

1 Based on a total of 3,458,439,345 shares of common stock outstanding immediately following the Issuer’s global offering, as reported in the Issuer’s Rule 424B1 Prospectus filed with the Securities and Exchange Commission on December 9, 2021.

1	NAME OF REPORTING PERSON   SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV, L.P. (“SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV”)
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   15,939,900
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   15,939,900

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   15,939,900
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.5%1
12	TYPE OF REPORTING PERSON   PN

1 Based on a total of 3,458,439,345 shares of common stock outstanding immediately following the Issuer’s global offering, as reported in the Issuer’s Rule 424B1 Prospectus filed with the Securities and Exchange Commission on December 9, 2021.

1	NAME OF REPORTING PERSON   SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q), L.P. (“SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q)”)
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   80,450,400
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   80,450,400

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   80,450,400
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   2.3%1
12	TYPE OF REPORTING PERSON   PN

1 Based on a total of 3,458,439,345 shares of common stock outstanding immediately following the Issuer’s global offering, as reported in the Issuer’s Rule 424B1 Prospectus filed with the Securities and Exchange Commission on December 9, 2021.

1	NAME OF REPORTING PERSON   SC U.S. GROWTH VI MANAGEMENT, L.P. (“SC U.S. GROWTH VI MANAGEMENT”)
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   140,061,192, of which 132,089,442 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VI and 7,971,750 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND. The General Partner of SEQUOIA CAPITAL U.S. GROWTH FUND VI and SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND is SC U.S. GROWTH VI MANAGEMENT.
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   140,061,192, of which 132,089,442 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VI and 7,971,750 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND. The General Partner of SEQUOIA CAPITAL U.S. GROWTH FUND VI and SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND is SC U.S. GROWTH VI MANAGEMENT.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   140,061,192
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.0%1
12	TYPE OF REPORTING PERSON   PN

1 Based on a total of 3,458,439,345 shares of common stock outstanding immediately following the Issuer’s global offering, as reported in the Issuer’s Rule 424B1 Prospectus filed with the Securities and Exchange Commission on December 9, 2021.

1	NAME OF REPORTING PERSON   SC U.S. VENTURE XIV MANAGEMENT, L.P. (“SC U.S. VENTURE XIV MANAGEMENT”)
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   415,384,896, of which 318,994,596 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE FUND XIV, 15,939,500 shares are directly owned by SEQUOIA CAPITAL U.S. PARTNERS FUND XIV and 80,450,400 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q). The General Partner of SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. PARTNERS FUND XIV and SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q) is SC U.S. VENTURE XIV MANAGEMENT.
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   415,384,896, of which 318,994,596 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE FUND XIV, 15,939,500 shares are directly owned by SEQUOIA CAPITAL U.S. PARTNERS FUND XIV and 80,450,400 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q). The General Partner of SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. PARTNERS FUND XIV and SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q) is SC U.S. VENTURE XIV MANAGEMENT.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   415,384,896
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   12.0%1
12	TYPE OF REPORTING PERSON   PN

1 Based on a total of 3,458,439,345 shares of common stock outstanding immediately following the Issuer’s global offering, as reported in the Issuer’s Rule 424B1 Prospectus filed with the Securities and Exchange Commission on December 9, 2021.

1	NAME OF REPORTING PERSON   SC US (TTGP), LTD. (“SC US (TTGP)”)
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   555,446,088 shares, of which 132,089,442 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VI, 7,971,750 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND, 318,994,596 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE FUND XIV, 15,939,900 shares are directly owned by SEQUOIA CAPITAL U.S. PARTNERS FUND XIV and 80,450,400 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XV (Q). The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND VI and SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND is SC U.S. GROWTH VI MANAGEMENT. The General Partner of each of SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. PARTNERS FUND XIV and SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XV (Q) is SC U.S. VENTURE XIV MANAGEMENT. The General Partner of each of SC U.S. GROWTH VI MANAGEMENT and SC U.S. VENTURE XIV MANAGEMENT is SC US (TTGP).
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   555,446,088 shares, of which 132,089,442 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VI, 7,971,750 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND, 318,994,596 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE FUND XIV, 15,939,900 shares are directly owned by SEQUOIA CAPITAL U.S. PARTNERS FUND XIV and 80,450,400 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XV (Q). The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND VI and SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND is SC U.S. GROWTH VI MANAGEMENT. The General Partner of each of SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. PARTNERS FUND XIV and SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XV (Q) is SC U.S. VENTURE XIV MANAGEMENT. The General Partner of each of SC U.S. GROWTH VI MANAGEMENT and SC U.S. VENTURE XIV MANAGEMENT is SC US (TTGP).

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   555,446,088
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   16.1%1
12	TYPE OF REPORTING PERSON    OO

1 Based on a total of 3,458,439,345 shares of common stock outstanding immediately following the Issuer’s global offering, as reported in the Issuer’s Rule 424B1 Prospectus filed with the Securities and Exchange Commission on December 9, 2021.

ITEM 1.

    (a) Name of Issuer:

Nu Holdings, Ltd.

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

Campbells Corporate Services Limited, Floor 4,

Willow House, Cricket Square, KY1-9010

Grand Cayman, Cayman Islands

ITEM 2.

    (a) Name of Persons Filing:

Sequoia Capital U.S. Growth Fund VI, L.P.

Sequoia Capital U.S. Growth Principals VI Fund, L.P.

Sequoia Capital U.S. Venture Fund XIV, L.P.

Sequoia Capital U.S. Venture Partners Fund XIV, L.P.

Sequoia Capital U.S. Venture Partners Fund XIV (Q), L.P.

SC U.S. Growth VI Management, L.P.

SC U.S. Venture XIV Management, L.P.

SC US (TTGP), Ltd.

The General Partner of SEQUOIA CAPITAL U.S. GROWTH FUND VI and SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND is SC U.S. GROWTH VI MANAGEMENT. The General Partner of SC U.S. GROWTH VI MANAGEMENT is SC US (TTGP).

The General Partner of SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. PARTNERS FUND XIV and SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q) is SC U.S. VENTURE XIV MANAGEMENT. The General Partner of SC U.S. VENTURE XIV MANAGEMENT is SC US (TTGP).

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

2800 Sand Hill Road, Suite 101

Menlo Park, CA 94025

    (c) Citizenship:

SEQUOIA CAPITAL U.S. GROWTH FUND VI, SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND, SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. PARTNERS FUND XIV, SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q), SC U.S. GROWTH VI MANAGEMENT, SC U.S. VENTURE XV MANAGEMENT, SC US (TTGP): Cayman Islands

    (d) CUSIP No.: G6683N 103

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:

NOT APPLICABLE

ITEM 4. OWNERSHIP

SEE ROWS 5 THROUGH 11 OF COVER PAGES

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

SIGNATURES

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

Dated: February 14, 2022

Sequoia Capital U.S. Growth Fund VI, L.P.
By:	SC U.S. Growth VI Management, L.P., its General Partner
By:	SC US (TTGP), Ltd., its General Partner
By:	/s/ Douglas Leone
	Douglas Leone, Director
Sequoia Capital U.S. Growth Principals VI Fund, L.P.
By:	SC U.S. Growth VI Management, L.P., its General Partner
By:	SC US (TTGP), Ltd., its General Partner
By:	/s/ Douglas Leone
	Douglas Leone, Director
Sequoia Capital U.S. Venture Fund XIV, L.P.
By:	SC U.S. Venture XIV Management, L.P., its General Partner
By:	SC US (TTGP), Ltd., its General Partner
By:	/s/ Douglas Leone
	Douglas Leone, Director
Sequoia Capital U.S. Venture Partners Fund XIV, L.P
By:	SC U.S. Venture XIV Management, L.P, its General Partner
By:	SC US (TTGP), Ltd., its General Partner
By:	/s/ Douglas Leone
	Douglas Leone, Director
Sequoia Capital U.S. Venture Partners Fund XIV (Q), L.P.
By:	SC U.S. Venture XIV Management, L.P., its General Partner
By:	SC US (TTGP), Ltd., its General Partner
By:	/s/ Douglas Leone
	Douglas Leone, Director

SC U.S. Growth VI Management, L.P.
By:	SC US (TTGP), Ltd., its General Partner
By:	/s/ Douglas Leone
	Douglas Leone, Director
SC U.S. Venture XIV Management, L.P.
By:	SC US (TTGP), Ltd., its General Partner
By:	/s/ Douglas Leone
	Douglas Leone, Director
SC US (TTGP), Ltd.
By:	/s/ Douglas Leone
	Douglas Leone, Director