STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.
3
)*
VASTA PLATFORM LIMITED
-------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Shares
-------------------------------------------------------------------------------
(Title of Class of Securities)
G9440A109
-------------------------------------------------------------------------------
(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:
x
Rule 13d-1(b)
o
Rule 13d-1(c)
o
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).
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
CUSIP No. G9440A109
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (ENTITIES ONLY)
KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC
95-4575414
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
A California Limited Liability Company
NUMBER OF SHARES BENEFICIALLY 5 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON WITH:
1,076,823
6 SHARED VOTING POWER
1,417,086
7 SOLE DISPOSITIVE POWER
1,929,923
8 SHARED DISPOSITIVE POWER
1,417,086
9 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,347,009
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
11 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
17.56%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
FOOTNOTES
-------------------------------------------------------------------------------
CUSIP No. G9440A109
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (ENTITIES ONLY)
Virtus Investment Advisers, Inc.
04-2453743
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF SHARES BENEFICIALLY 5 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON WITH:
0
6 SHARED VOTING POWER
1,417,086
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,417,086
9 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,417,086
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
11 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
7.44%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
FOOTNOTES
The amounts reported on this page are also included in the amounts reported
by Kayne Anderson Rudnick Investment Management, LLC on this Schedule 13G.
-------------------------------------------------------------------------------
CUSIP No. G9440A109
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (ENTITIES ONLY)
Virtus Opportunities Trust, on behalf of
Virtus KAR Emerging Markets Small Cap Fund
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY 5 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON WITH:
0
6 SHARED VOTING POWER
1,391,515
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,391,515
9 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,391,515
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
11 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
7.30%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IV
FOOTNOTES
The amounts reported on this page are also included in the amounts
reported by Virtus Investment Advisers, Inc. on this Schedule 13G.
-------------------------------------------------------------------------------
Item 1.
(a) Name of Issuer
VASTA PLATFORM LIMITED
(b) Address of Issuer's Principal Executive Offices
Av. Paulista, 901, 5th Floor
Bela Vista, Sao Paulo-SP
01310-100, Brazil
Item 2.
(a) Name of Person Filing
(1) KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC
(2) Virtus Investment Advisers, Inc.
(3) Virtus Opportunities Trust, on behalf of Virtus KAR Emerging Markets Small Cap Fund
(b) Address of Principal Business Office or, if none, Residence
(1) KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC
2000 Avenue of the Stars, Suite 1110, Los Angeles, CA 90067
(2) Virtus Investment Advisers, Inc.
One Financial Plaza, Hartford, CT 06103
(3) Virtus Opportunities Trust, on behalf of Virtus KAR Emerging Markets Small Cap Fund
101 Munson Street, Greenfield, MA 01301
(c) Citizenship
(1) KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC: A California Limited Liability Company
(2) Virtus Investment Advisers, Inc.: Massachusetts
(3) Virtus Opportunities Trust, on behalf of Virtus KAR Emerging Markets Small Cap Fund: Delaware
(d) Title of Class of Securities
Class A Common Shares
(e) CUSIP Number
G9440A109
Item 3. If this statement is filed pursuant to (s)(s)240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) x Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) x An investment adviser in accordance with (s)240.13d-1(b)(1)(ii)(E);
(f) o An employee benefit plan or endowment fund in accordance with (s)240.13d-1(b)(1)(ii)(F);
(g) o A parent holding company or control person in accordance with (s) 240.13d-1(b)(1)(ii)(G);
(h) o A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) o 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);
(j) o A non-U.S. institution in accordance with (s) 240.13d-1(b)(1)(ii)(J).
(k) o A group, in accordance with (s) 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in
accordance with (s) 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
-------------------------------------------------------------------------------
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
(1) KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC: 3,347,009
(2) Virtus Investment Advisers, Inc.: 1,417,086
(3) Virtus Opportunities Trust, on behalf of Virtus KAR Emerging Markets Small Cap Fund: 1,391,515
(b) Percent of class:
(1) KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC: 17.56%
(2) Virtus Investment Advisers, Inc.: 7.44%
(3) Virtus Opportunities Trust, on behalf of Virtus KAR Emerging Markets Small Cap Fund: 7.30%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(1) KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC: 1,076,823
(2) Virtus Investment Advisers, Inc.: 0
(3) Virtus Opportunities Trust, on behalf of Virtus KAR Emerging Markets Small Cap Fund: 0
(ii) Shared power to vote or to direct the vote:
(1) KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC: 1,417,086
(2) Virtus Investment Advisers, Inc.: 1,417,086
(3) Virtus Opportunities Trust, on behalf of Virtus KAR Emerging Markets Small Cap Fund: 1,391,515
(iii) Sole power to dispose or to direct the disposition of:
(1) KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC: 1,929,923
(2) Virtus Investment Advisers, Inc.: 0
(3) Virtus Opportunities Trust, on behalf of Virtus KAR Emerging Markets Small Cap Fund: 0
(iv) Shared power to dispose or to direct the disposition of:
(1) KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC: 1,417,086
(2) Virtus Investment Advisers, Inc.: 1,417,086
(3) Virtus Opportunities Trust, on behalf of Virtus KAR Emerging Markets Small Cap Fund: 1,391,515
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
o
.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
With respect to securities owned by a registered investment company included
in this filing, only the custodian for such investment company, has the right
to receive dividends paid with respect to, and proceeds from the sale of, such
securities. No other person is known to have such right, except that the
shareholders of such investment company participate proportionately in any
dividends and distributions so paid.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
-------------------------------------------------------------------------------
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under (s)240.14a-11.
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.
Kayne Anderson Rudnick Investment Management, LLC
Date: February 14, 2023 By: /s/ Michael Shoemaker
Name: Michael Shoemaker
Title: Chief Compliance Officer
Virtus Investment Advisers, Inc.
Date: February 14, 2023 By: /s/ David Fusco
Name: David Fusco
Title: Vice President and Chief Compliance Officer
Virtus Opportunities Trust, on behalf of Virtus KAR Emerging Markets Small Cap Fund
Date: February 14, 2023 By: /s/ Jennifer Fromm
Name: Jennifer Fromm
Title: Vice President, Chief Legal Officer, Counsel and Secretary
Footnotes:
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
-------------------------------------------------------------------------------
AGREEMENT
JOINT FILING OF SCHEDULE 13G
Kayne Anderson Rudnick Investment Management, LLC (an investment adviser
registered under the Investment Advisers Act of 1940), and Virtus Investment
Advisers, Inc. (an investment adviser registered under the Investment Advisers
Act of 1940) and Virtus Opportunities Trust (on behalf of Virtus KAR Emerging
Markets Small Cap Fund), a Delaware statutory trust, hereby agree to file
jointly the statement on Schedule 13G to which this Agreement is attached, and
any amendments thereto which may be deemed necessary, pursuant to Regulation
13D-G under the Securities Exchange Act of 1934.
It is understood and agreed that each of the parties hereto is responsible for
the timely filing of such statement and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein, but such party is not responsible for the completeness or accuracy of
information concerning the other party unless such party knows or has reason
to believe that such information is inaccurate.
It is understood and agreed that a copy of this Agreement shall be attached as
an exhibit to the statement on Schedule 13G, and any amendments thereto, filed
on behalf of each of the parties hereto.
Dated: February 13, 2023
KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT, LLC
/s/ Michael Shoemaker
By:
Michael Shoemaker
Chief Compliance Officer
VIRTUS INVESTMENT ADVISERS, INC.
By: /s/ David Fusco
David Fusco
Vice President and Chief Compliance Officer
VIRTUS OPPORTUNITIES TRUST, on behalf of
VIRTUS KAR EMERGING MARKETS SMALL CAP FUND
By: /s/ Jennifer Fromm
Jennifer Fromm
Vice President, Chief Legal Officer, Counsel and Secretary