AFYA Afya Ltd

Explanatory Note

This Amendment No. 13 (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,” 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 or Amendment No. 12. 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. 13 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, and Amendment No. 6) 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”) (the “Existing Trading Plan”). On December 15, 2022, the Reporting Person entered into an amendment to the Trading Plan (the “Trading Plan Amendment”). Under the Existing Trading Plan, the Broker was authorized and directed to purchase Class A common shares of the Issuer in open market transactions on behalf of the Reporting Person, subject to certain conditions, with an aggregate purchase price of up to $129 million. Under the Trading Plan Amendment, the Broker is authorized and directed to purchase an additional number of Class A common shares of the Issuer in open market transactions on behalf of the Reporting Person, subject to certain conditions, with an aggregate purchase price of up to $200 million. Such additional purchases may only commence once the purchases under the Existing Trading Plan have been completed but in no event before January 16, 2023. In addition, the Trading Plan Amendment extended the term of the Existing Trading Plan to May 31, 2024, unless terminated earlier in accordance with its terms. 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. 13 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.