0001536562-22-000003.txt : 20220211 0001536562-22-000003.hdr.sgml : 20220211 20220210180634 ACCESSION NUMBER: 0001536562-22-000003 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220211 DATE AS OF CHANGE: 20220210 GROUP MEMBERS: JGP GESTAO DE RECURSOS LTDA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JGP Global Gestao de Recursos Ltda. CENTRAL INDEX KEY: 0001536562 IRS NUMBER: 000000000 STATE OF INCORPORATION: D5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-93411 FILM NUMBER: 22615709 BUSINESS ADDRESS: STREET 1: R. HUMAITA 275, 11TH AND 12TH FLOOR CITY: RIO DE JANEIRO STATE: D5 ZIP: 22261-005 BUSINESS PHONE: 552135288300 MAIL ADDRESS: STREET 1: R. HUMAITA 275, 11TH AND 12TH FLOOR CITY: RIO DE JANEIRO STATE: D5 ZIP: 22261-005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JGP Global Gestao de Recursos Ltda. CENTRAL INDEX KEY: 0001536562 IRS NUMBER: 000000000 STATE OF INCORPORATION: D5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: R. HUMAITA 275, 11TH AND 12TH FLOOR CITY: RIO DE JANEIRO STATE: D5 ZIP: 22261-005 BUSINESS PHONE: 552135288300 MAIL ADDRESS: STREET 1: R. HUMAITA 275, 11TH AND 12TH FLOOR CITY: RIO DE JANEIRO STATE: D5 ZIP: 22261-005 SC 13G 1 0001536562_02102022.txt 13G FORM ANNUAL SIGMA LITHIUM CORP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 0_) SIGMA LITHIUM CORP ------------------------------------------------------- (Name of Issuer) COMMON STOCK ------------------------------------------------------- (Title of Class of Securities) 826599102 ------------------------------------------------------- (CUSIP Number) September 15, 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) [X] 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 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 ("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. 826599102 13G Page 2 of 7 Pages 1. NAMES OF REPORTING PERSONS Brazil International Fund SPC on Behalf of JGP Offshore Segregated Portfolio 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Island NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER: 4,359,300.00* 6. SHARED VOTING POWER 00,000 7. SOLE DISPOSITIVE POWER 4,359,300.00 8. SHARED DISPOSITIVE POWER 00,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,359,300.00 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.39% 12. TYPE OF REPORTING PERSON (see instructions) CO *This figure is regarding when the obligation to file this Schedule 13G arose on September 15, 2021. CUSIP No. 826599102 13G Page 3 of 7 Pages 1. NAMES OF REPORTING PERSONS Starvik Fund 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Island NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 680,000* 6. SHARED VOTING POWER 00,000 7. SOLE DISPOSITIVE POWER 680,000* 8. SHARED DISPOSITIVE POWER 00,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 680,000 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0,68% 12. TYPE OF REPORTING PERSON (see instructions) CO *This figure is regarding when the obligation to file this Schedule 13G arose on September 15, 2021 CUSIP No. 826599102 13G Page 4 of 7 Pages 1. NAMES OF REPORTING PERSONS JGP ESG Institucional Master Fundos de Investimentos em Acoes 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Brazil NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 46,300* 6. SHARED VOTING POWER 00,000 7. SOLE DISPOSITIVE POWER 00,000 8. SHARED DISPOSITIVE POWER 46,300 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 46,300 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0,05% 12. TYPE OF REPORTING PERSON (see instructions) OO *This figure is regarding when the obligation to file this Schedule 13G arose on September 15, 2021 CUSIP No 826599102 13G Page 5 of 7 Pages Item 1. (a) Name of Issuer --------------------------------------------------------------- Sigma Lithium Corporation (b) Address of Issuer Principal Executive Offices ---------------------------------------------------------------- 2200 HSBC BUILDING, 885 WEST GEORGE STREET - VANCOUVER - BC V6C 3E8 - CANADA Item 2. (a) Name of Person Filing: ---------------------------------------------------------------------- This Schedule 13G is being filed by each of the following persons (each a Reporting Person, and together, the Reporting Persons): Brazil International Fund SPC on Behalf of JGP Offshore Segregated Portfolio JGP Starvik. JGP ESG Institucional Master Fundos de Investimentos em Acoes The first two Reporting Persons are mutual funds managed by JGP Global Gestao de Recursos Ltda.and the last Reporting Person is an investment fund managed by JGP Gestao de Recursos Ltda. (b) Address of the Principal Office or, if none, residence --------------------------------------------------------------------- Brazil International Fund SPC on Behalf of JGP Offshore Segregated Portfolio - 190 Elgin Avenue, George Town, Grand Cayman KY1-9007 Cayman Islands. JGP Starvik. - MUFG House, 227 Elgin Avenue, P.O. Box 852 GT Grand Cayman KY1-1103 Cayman. JGP ESG Institucional Master Fundos de Investimentos em Acoes Rua Humaita 275 11 andar, Rio de Janeiro, Brazil, cep. 22261-005 (c) Citizenship ------------------------------------------------------------------------- Brazil International Fund SPC on Behalf of JGP Offshore Segregated Portfolio and JGP Starvik are Mutual Funds constituted in Cayman Island. JGP ESG Institucional Master Fundos de Investimentos em Acoes is an Investment fund constituted in Brazil. (d) Title of Class of Securities ------------------------------------------------------------------------- Common Stock (e) CUSIP Number -------------------------------------------------------------------------- 826599102 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: N.A. Item 4. Ownership. CUSIP No 826599102 13G Page 6 of 7 Pages (a) Amount beneficially owned: See the responses to row 9 on the attached cover pages for each Reporting Person. (b) Percent of class: See the responses to row 11 on the attached cover pages for each Reporting Person. (c) Number of shares as to which such person has: (i)Sole power to vote or to direct the vote: See the responses to row 5 on the attached coverpages for each Reporting Person. (ii)Shared power to vote or to direct the vote: See the responses to row 6 on the attached cover pages for each Reporting Person. (iii)Sole power to dispose or to direct the disposition of: See the responses to row 7 on the attached cover pages for each Reporting Person. (iv)Shared power to dispose or to direct the disposition of: See the responses to row 8 on the attached cover pages for each Reporting Person. 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. N.A. 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. CUSIP No 826599102 13G Page 7 of 7 Pages 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. Date: 02/10/2022 Brazil International Fund SPC on Behalf of JGP Offshore Segregated Portfolio Signature: Andre Jakurski/Roberto Vaimberg Title: Legal Representatives of JGP Global Gestao de Recursos Ltda - Investment Manager JGP Starvik Signature: Andre Jakurski/Roberto Vaimberg Title: Legal Representatives of JGP Global Gestao de Recursos Ltda - Investment Manager JGP ESG Institucional Master Fundos de Investimentos em Acoes Signature: Carlos Herique Lorentz Oliveira /Roberto Vaimberg Title: Legal Representatives of JGP Gestao de Recursos Ltda Investment Manager