Filing Details

Name of Reporting Persons

Nércio José Monteiro Fernandes

Check the appropriate box if a member of a group¹

(a)             ☒

(b)             ☐

Citizenship or place of organization

Brazil

Sole voting power

9,916,395

Shared voting power

0¹

Sole dispositive power

9,916,395

Shared dispositive power

0

Aggregate amount beneficially owned by each reporting person

9,916,395 ¹

Check box if the aggregate amount in row (9) excludes certain shares

☐

Per cent. of class represented by amount in row (9)

5.2%

Type of reporting person

IN

Name of Reporting Person

Alberto Menache

Check the appropriate box if a member of a group¹

(a)             ☒

(b)             ☐

Citizenship or place of organization

Brazil

Sole voting power

8,445,432

Shared voting power

0¹

Sole dispositive power

8,445,432

Shared dispositive power

0

Aggregate amount beneficially owned by each reporting person

8,445,432 ¹

Check box if the aggregate amount in row (9) excludes certain shares

☐

Per cent. of class represented by amount in row (9)

4.5%

Type of reporting person

IN

Name of Reporting Person

Alon Dayan

Check the appropriate box if a member of a group¹

(a)             ☒

(b)             ☐

Citizenship or place of organization

Brazil

Sole voting power

6,308,988

Shared voting power

0¹

Sole dispositive power

6,308,988

Shared dispositive power

0

Aggregate amount beneficially owned by each reporting person

6,308,988 ¹

Check box if the aggregate amount in row (9) excludes certain shares

☐

Per cent. of class represented by amount in row (9)

3.3%

Type of reporting person

IN

Name of Reporting Person

Daniel Mayo

Check the appropriate box if a member of a group¹

(a)             ☒

(b)             ☐

Citizenship or place of organization

Brazil

Sole voting power

620,968

Shared voting power

0¹

Sole dispositive power

620,968

Shared dispositive power

0

Aggregate amount beneficially owned by each reporting person

620,968¹

Check box if the aggregate amount in row (9) excludes certain shares

☐

Per cent. of class represented by amount in row (9)

0.3%

Type of reporting person

IN

Name of Issuer:

Linx S.A. (the “Issuer”)

Address of Issuer’s Principal Executive Offices:

Avenida Doutora Ruth Cardoso, 7,221, São Paulo — SP, 05425-902, Brazil

Name of person filing

Nércio José Monteiro Fernandes

Alberto Menache

Alon Dayan

Daniel Mayo (collectively, the “Reporting Persons”)

Address of Principal Business Office or, if none, residence

Avenida Doutora Ruth Cardoso, 7,221, São Paulo — SP, 05425-902, Brazil

Citizenship

Brazil

Title of Class of Securities

Common stock

CUSIP Number

53619W101

If this statement is filed pursuant to Section 240.13d-l(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 (15 U.S.C. 78c);

(b)             ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)              ☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)             ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)              ☐ An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);

(f)              ☐ An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);

(g)             ☐ A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);

(h)             ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)               ☐ 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)               ☐ A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);

(k)             ☐ Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:______________________

Ownership

(a)       Amount beneficially owned:

Nércio José Monteiro Fernandes is the beneficial owner of 9,916,395 common shares (or 5.2% of the total common shares outstanding); Alberto Menache is the beneficial owner of 8,445,432 common shares (or 4.5% of the total common shares outstanding); and Alon Dayan is the beneficial owner of 6,308,988 common shares (or 3.3% of the total common shares outstanding). In addition, Daniel Mayo is the beneficial owner of 620,968 shares (or 0.3% of the total common shares outstanding). As described below, pursuant to and in accordance with the founding block shareholders’ agreement among the Issuer, the Reporting Persons and the other founding block shareholders, dated July 30, 2014 (the “Shareholders’ Agreement”), the Reporting Persons agreed to vote their common shares in unison and in the Issuer’s interest.

(b)       Percent of Class:

See Item 4(a)

(c)       Number of Shares as to which the person has:

(i)       sole power to vote or to direct the vote:

See each cover page hereof.

(ii)       shared power to vote or to direct the vote:

See each cover page hereof.

(iii)       sole power to dispose or direct the disposition of:

See each cover page hereof.

(iv)       shared power to dispose or to direct the disposition of:

See each cover page hereof.

This report is being filed by the Reporting Persons. The Issuer entered into the Shareholders’ Agreement, pursuant to which the Reporting Persons agreed to exercise their right to vote at the Issuer’s general meetings in the Issuer’s interest and to vote their shares in unison. Furthermore, pursuant to the Shareholders’ Agreement, each Reporting Person (other than Daniel Mayo) who would like to assign, transfer, give the capital of another company or promise to sell all or some of their shares in the Issuer, or any rights inherent to them, to third parties should communicate the Reporting Person’s intention in writing to the other founding shareholders party to the Shareholders’ Agreement (including the other Reporting Persons), who (except for Daniel Mayo) will have a preemptive right to acquire such shares, on an equal basis with the other founding block shareholders party thereto. Such preemptive right will be exercised in proportion to each of the founding block shareholders and prior to any notification pursuant to any other shareholder agreement.

All share percentage calculations in this Schedule 13G are based on 189,408,960 shares of Common Stock outstanding as of December 31, 2020.

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 ☐.

Not applicable.

Ownership of more than five percent on behalf of another person

Not applicable.

Identification and Classification of the subsidiary which acquired the security being reported on by the parent holding company

Not applicable.

Identification and Classification of Members of the Group

See Item 4.

Notice of Dissolution of Group

Not applicable.

99.1

99.2

Power of Attorney.

Joint Filing Agreement.