0001061165-21-000019.txt : 20210802 0001061165-21-000019.hdr.sgml : 20210802 20210802162001 ACCESSION NUMBER: 0001061165-21-000019 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210802 DATE AS OF CHANGE: 20210802 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VTEX CENTRAL INDEX KEY: 0001793663 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92732 FILM NUMBER: 211136280 BUSINESS ADDRESS: STREET 1: C/O CAMPBELLS CORPORATE SERVICES LIMITED STREET 2: FLOOR 4, WILLOW HOUSE, CRICKET SQUARE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9010 BUSINESS PHONE: 0000000000 MAIL ADDRESS: STREET 1: C/O CAMPBELLS CORPORATE SERVICES LIMITED STREET 2: FLOOR 4, WILLOW HOUSE, CRICKET SQUARE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LONE PINE CAPITAL LLC CENTRAL INDEX KEY: 0001061165 IRS NUMBER: 061484476 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: TWO GREENWICH PLZ STREET 2: 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036181400 MAIL ADDRESS: STREET 1: TWO GREENWICH PLZ STREET 2: 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G 1 sc13gvtex.htm
 
 
 


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 
VTEX
(Name of Issuer)
 
Class A common shares, par value US$0.0001 per share
(Title of Class of Securities)
 
G9470A102
(CUSIP Number)
 
July 23, 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)
X
Rule 13d-1(c)
☐
Rule 13d-1(d)
 
(Page 1 of 13 Pages)

______________________________
*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. G9470A102
 
 
13G
 
Page 2 of 13 Pages

 
1
NAME OF REPORTING PERSON
Lone Pine Capital LLC
 
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
5,274,887 shares of Common Stock
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
5,274,887 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,274,887 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1%
12
TYPE OF REPORTING PERSON
OO
 
CUSIP No. G9470A102
 
 
13G
 
Page 3 of 13 Pages


1
NAME OF REPORTING PERSON
David F. Craver
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
5,274,887 shares of Common Stock
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
5,274,887 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,274,887 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1%
12
TYPE OF REPORTING PERSON
IN

 
CUSIP No. G9470A102
 
 
13G
 
Page 4 of 13 Pages


1
NAME OF REPORTING PERSON
Brian F. Doherty
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
5,274,887 shares of Common Stock
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
5,274,887 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,274,887 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1%
12
TYPE OF REPORTING PERSON
IN


 
CUSIP No. G9470A102
 
 
13G
 
Page 5 of 13 Pages


1
NAME OF REPORTING PERSON
Mala Gaonkar
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
5,274,887 shares of Common Stock
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
5,274,887 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,274,887 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1%
12
TYPE OF REPORTING PERSON
IN


 
CUSIP No. G9470A102
 
 
13G
 
Page 6 of 13 Pages


1
NAME OF REPORTING PERSON
Kelly A. Granat
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
5,274,887 shares of Common Stock
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
5,274,887 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,274,887 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1%
12
TYPE OF REPORTING PERSON
IN


 
CUSIP No. G9470A102
 
 
13G
 
Page 7 of 13 Pages


1
NAME OF REPORTING PERSON
Stephen F. Mandel, Jr.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
5,274,887 shares of Common Stock
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
5,274,887 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,274,887 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1%
12
TYPE OF REPORTING PERSON
IN


 
CUSIP No. G9470A102
 
 
13G
 
Page 8 of 13 Pages


1
NAME OF REPORTING PERSON
Kerry A. Tyler
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
5,274,887 shares of Common Stock
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
5,274,887 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,274,887 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1%
12
TYPE OF REPORTING PERSON
IN


 
CUSIP No. G9470A102
 
 
13G
 
Page 9 of 13 Pages

 
 
Item 1(a).
NAME OF ISSUER
 
VTEX (the "Issuer")
   

Item 1(b).
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
 
125 Kingsway, WC2B 6NH
  London, United Kingdom

Item 2(a).
NAME OF PERSON FILING
 
This statement is filed by:
 
Lone Pine Capital LLC, a Delaware limited liability company ("Lone Pine Capital"), which serves as investment manager to Lone Spruce, L.P., a Delaware limited partnership ("Lone Spruce"), Lone Cascade, L.P., a Delaware limited partnership ("Lone Cascade"), Lone Sierra, L.P., a Delaware limited partnership ("Lone Sierra"), Lone Cypress, Ltd., a Cayman Islands exempted company ("Lone Cypress"), and Lone Monterey Master Fund, Ltd., a Cayman Islands exempted company ("Lone Monterey Master Fund", and together with Lone Spruce, Lone Cascade, Lone Sierra, Lone Cypress and Lone Monterey Master Fund, the "Lone Pine Funds"), with respect to the Common Stock directly held by each of the Lone Pine Funds. Lone Pine Capital has the authority to dispose of and vote the shares of Common Stock directly held by the Lone Pine Funds.
 
David F. Craver ("Mr. Craver"), Brian F. Doherty ("Mr. Doherty"), Mala Gaonkar ("Ms. Gaonkar"), Kelly A. Granat ("Ms. Granat"), and Kerry A. Tyler ("Ms. Tyler"), each an Executive Committee Member of Lone Pine Managing Member LLC, which is the Managing Member of Lone Pine Capital, with respect to the Common Stock directly held by each of the Lone Pine Funds.
 
Stephen F. Mandel, Jr. ("Mr. Mandel"), the Managing Member of Lone Pine Managing Member LLC, which is the Managing Member of Lone Pine Capital, with respect to the Common Stock directly held by each of the Lone Pine Funds.
 
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons".  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. None of the Reporting Persons directly own any shares of Common Stock.
   

Item 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
 
The address of the business office of each of the Reporting Persons is Two Greenwich Plaza, Greenwich, Connecticut 06830.
   
 
 
Item 2(c).
CITIZENSHIP 
 
Lone Pine Capital is a limited liability company organized under the laws of the State of Delaware.  Mr. Craver, Mr. Doherty, Ms. Gaonkar, Ms. Granat, Mr. Mandel, Ms. Tyler are United States citizens. 
 
 
Item 2(d).
TITLE OF CLASS OF SECURITIES 
  Class A common shares, par value US$0.0001 per share (the "Common Stock")
 
 
 Item 2(e).
CUSIP NUMBER 
 
G9470A102
 
 
 
CUSIP No. G9470A102
 
 
13G
 
Page 10 of 13 Pages
 
Item 3.
IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 
(a)
☐
Broker or dealer registered under Section 15 of the Act;
 
(b)
☐
Bank as defined in Section 3(a)(6) of the Act;
 
(c)
☐
Insurance company as defined in Section 3(a)(19) of the Act;
 
(d)
☐
Investment company registered under Section 8 of the Investment Company Act of 1940;
 
(e)
☐
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
(f)
☐
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
 
(g)
☐
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
(h)
☐
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
 
(i)
☐
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
 
 
(j)
☐
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
 
(k)
☐
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________
 

Item 4.
OWNERSHIP

 
 
A.  Lone Pine Capital LLC, David F. Craver, Brian F. Doherty, Mala Gaonkar, Kelly A. Granat, Stephen F. Mandel, Jr. and Kerry A. Tyler
 
(a) Amount beneficially owned: 5,274,887 shares of Common Stock
(b) Percent of class: 7.1%.  The percentages set forth in this Item 4 and in the rest of this Schedule 13G are based upon a total of 74,239,544 shares of Common Stock reported to be outstanding by the Issuer as of the completion of the offering in its Prospectus filed on July 22, 2021.
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 5,274,887 shares of Common Stock
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 5,274,887 shares of Common Stock
 
 
 
CUSIP No. G9470A102
 
 
13G
 
Page 11 of 13 Pages

 
   

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
 
 
See Item 2.
   

Item 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
 
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

 
Each of the Reporting Persons hereby makes the following certification:
   
   
 
By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above 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.
 
CUSIP No. G9470A102
 
13G
 
Page 12 of 13 Pages
 

 
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE:  August 2, 2021

     
 
 
 
 
 
By:  /s/ David F. Craver
 
 
David F. Craver, individually and as an
 
 
Executive Committee Member of Lone Pine Managing Member LLC,  as Managing Member of Lone Pine Capital LLC
     
   
By:  /s/ Brian F. Doherty 
    Brian F. Doherty, individually and as an
    Executive Committee Member of Lone Pine Managing Member LLC,  as Managing Member of Lone Pine Capital LLC
     
    By:  /s/ Mala Gaonkar
    Mala Gaonkar, individually and as an
    Executive Committee Member of Lone Pine Managing Member LLC,  as Managing Member of Lone Pine Capital LLC
     
    By:  /s/ Kelly A. Granat
    Kelly A. Granat, individually and as an
    Executive Committee Member of Lone Pine Managing Member LLC,  as Managing Member of Lone Pine Capital LLC
     
    By:  /s/ Stephen F. Mandel, Jr.
    Stephen F. Mandel, Jr., individually and as
    Managing Member of Lone Pine Managing Member LLC,  as Managing Member of Lone Pine Capital LLC
     
    By:  /s/ Kerry A. Tyler
    Kerry A. Tyler, individually and as an
    Executive Committee Member of Lone Pine Managing Member LLC,  as Managing Member of Lone Pine Capital LLC
     
     
 

 
CUSIP No. G9470A102
 
 
13G
Page 13 of 13 Pages


EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATE:  August 2, 2021

     
 
 
 
 
 
By:  /s/ David F. Craver
 
 
David F. Craver, individually and as an
 
 
Executive Committee Member of Lone Pine Managing Member LLC,  as Managing Member of Lone Pine Capital LLC
     
   
By:  /s/ Brian F. Doherty 
    Brian F. Doherty, individually and as an
    Executive Committee Member of Lone Pine Managing Member LLC,  as Managing Member of Lone Pine Capital LLC
     
    By:  /s/ Mala Gaonkar
    Mala Gaonkar, individually and as an
    Executive Committee Member of Lone Pine Managing Member LLC,  as Managing Member of Lone Pine Capital LLC
     
    By:  /s/ Kelly A. Granat
    Kelly A. Granat, individually and as an
    Executive Committee Member of Lone Pine Managing Member LLC,  as Managing Member of Lone Pine Capital LLC
     
    By:  /s/ Stephen F. Mandel, Jr.
    Stephen F. Mandel, Jr., individually and as
    Managing Member of Lone Pine Managing Member LLC,  as Managing Member of Lone Pine Capital LLC
     
    By:  /s/ Kerry A. Tyler
    Kerry A. Tyler, individually and as an
    Executive Committee Member of Lone Pine Managing Member LLC,  as Managing Member of Lone Pine Capital LLC