UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

SCHEDULE 13D/A

 Under the Securities Exchange of 1934

(Amendment No. 27)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*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 (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).

Explanatory Note

This Amendment No. 27 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Person on August 10, 2021 (the “Original Schedule 13D”, as further amended on March 4, 2022, “Amendment No. 1”, as further amended on April 18, 2022, “Amendment No. 2”, as further amended on April 25, 2022, “Amendment No. 3,” as further amended on May 4, 2022, “Amendment No. 4,” as further amended on May 23, 2022, “Amendment No. 5,” as further amended on May 27, 2022, “Amendment No. 6,” as further amended on August 1, 2022, “Amendment No. 7,” as further amended on August 31, 2022, “Amendment No. 8,” as further amended on September 23, 2022, “Amendment No. 9,” as further amended on October 24, 2022, “Amendment No. 10,” as further amended on November 9, 2022, “Amendment No. 11,” as further amended on November 29, 2022, “Amendment No. 12,” as further amended on December 16, 2022, “Amendment No. 13,” as further amended on December 21, 2022, “Amendment No. 14,” as further amended on January 12, 2023, “Amendment No. 15,” as further amended on February 23, 2023, “Amendment No. 16,” as further amended on March 29, 2023, “Amendment No. 17,” as further amended on May 1, 2023, “Amendment No. 18,” as further amended on June 20, 2023, “Amendment No. 19,” as further amended on July 25, 2023, “Amendment No. 20,” as further amended on September 7, 2023, “Amendment No. 21,” as further amended on October 31, 2023, “Amendment No. 22,” as further amended on December 12, 2023, “Amendment No. 23,” as further amended on February 12, 2024, “Amendment No. 24,” as further amended on March 19, 2024, “Amendment No. 25,” as further amended on May 7, 2024, “Amendment No. 26,” and, as amended and supplemented by this Amendment, the “Schedule 13D”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19, Amendment No. 20, Amendment No. 21, Amendment No. 22, Amendment No. 23, Amendment No. 24, Amendment No. 25 or Amendment No. 26. Capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Original Schedule 13D. This Schedule 13D relates to the Class A common shares, par value $0.00005, of Afya Limited, an exempted liability company incorporated under the laws of the Cayman Islands (the “Issuer”), having its registered offices at Alameda Oscar Niemeyer, No. 119, Salas 502, 504, 1,501 and 1,503, Vila da Serra, Nova Lima, Minas Gerais Brazil.

This Amendment No. 27 amends and supplements Item 4 of the Original Schedule 13D (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, and Amendment No. 13) as follows:

As previously disclosed on Amendment No. 6, the Reporting Person entered into a Trading Plan on May 26, 2022 pursuant to Rule 10b5-1 of the Act with an unaffiliated third-party broker (the “Broker”), which, as previously disclosed on Amendment No. 13, was further amended on December 15, 2022 (as amended, the “Existing Trading Plan”). On May 21, 2024, the Reporting Person entered into an amendment to the Trading Plan (the “Trading Plan Amendment”). Under the Trading Plan Amendment, the term of the Existing Trading Plan was extended until May 31, 2026 (unless terminated earlier in accordance with its terms), and in addition the purchasing guidelines for the Broker for purchases under the Existing Trading Plan were modified. Purchases under the Trading Plan Amendment may only commence thirty days after the date of the Trading Plan Amendment. There can be no certainty that any Class A common shares will be purchased under the Trading Plan Amendment. 

The foregoing description of the Trading Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the copy included as Exhibit 99.1 to this Schedule 13D.

The information set forth in Item 4 of this Amendment No. 27 is incorporated herein by reference.

SIGNATURES

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.

Exhibit 99.1

SECOND AMENDMENT TO

THE STOCK PURCHASE PLAN ENGAGEMENT AGREEMENT

This Second Amendment, dated as of May 21, 2024, to the Stock Purchase Plan Engagement Agreement (“Second Amendment”), is entered into by and among ERSTE WV Gütersloh GmbH (“Purchaser”), BofA Securities, Inc. (“Broker”) and Afya Limited (“Company”), herein referred together as the Parties.

WHEREAS

(1) on May 26, 2022, the Parties have entered into a Stock Purchase Plan Engagement Agreement (“Plan”).

(2) on December 15, 2022, the Parties have entered into a First Amendment to the Plan (“First Amendment”).

(3) The Parties wish to amend the Plan and the First Amendment in order to authorize the Broker to purchase further Securities.

NOW, THEREFORE, in consideration for the premises and covenants contained herein, the abovementioned Parties, in order to amend certain provisions of the Plan and the First Amendment, have decided to enter into this Second Amendment, which shall be governed by the following terms and conditions:

A. Amendments

The Parties hereby agree to:

(a) to amend the definition of “Termination Date” as set forth in Section 4.A. of the Plan and subsequently amended by the First Amendment by replacing the references to “September 25, 2023” and “May 31, 2024” with “May 31, 2026”.

(b) subject to clause (c) below, to amend the Subsequent Guidelines by replacing them with Annex A attached hereto (hereinafter referred to as the “Second Subsequent Guidelines”).

(c) the Subsequent Guidelines will be replaced by the Second Subsequent Guidelines (and purchases under the Second Subsequent Guidelines will commence) effective as of the date that is 30 days following the date of this Second Amendment (the “Second Subsequent Guidelines Effective Date”).

(d) all other terms and conditions of the Plan will continue in full force and effect.

In connection with this Second Amendment each of the Purchaser and the Company (severally and not jointly) hereby represents and warrants to Broker that on the date hereof the Purchaser is not aware of any material nonpublic information regarding the Company or the Securities and that its decision to amend the Plan and the First Amended was made in good faith and not as a part of a plan or scheme to evade the prohibition of Rule 10b-5 under the Securities Exchange Act of 1934, as amended.

Erste WV Gütersloh GmbH

/s/ Denise Abel                                 

Denise Abel

Director

/s/ Martin Dannhoff                    

Martin Dannhoff 

Director

AFYA Limited

/s/ Luis Andre Carpintero Blanco   

Luis Andre Carpintero Blanco

Chief Financial Officer

BofA Securities Inc.

/s/ Neil Kearns                                 

Neil Kearns

Director