Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
*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).
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CUSIP No. G68707101
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SCHEDULE 13G
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1
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NAME OF REPORTING PERSONS
Melvin Capital Management LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
19,800,000*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
19,800,000*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,800,000*
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
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12
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TYPE OF REPORTING PERSON
IA
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*See Item 4 for additional information.
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CUSIP No. G68707101
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SCHEDULE 13G
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1
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NAME OF REPORTING PERSONS
Melvin Capital Master Fund Ltd
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
16,132,527*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
16,132,527*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
16,132,527*
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.0%
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12
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TYPE OF REPORTING PERSON
CO
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*See Item 4 for additional information.
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CUSIP No. G68707101
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SCHEDULE 13G
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Item 1.
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(a) Name of Issuer
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Pagseguro Digital Ltd.
(the “Issuer”)
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Item 1.
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(b) Address of Issuer’s Principal Executive Offices
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Av. Brigadeiro Faria
Lima, 1384, 4º andar, parte A, São Paulo SP 01451-001 Brazil
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Item 2.
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(a, b, c) Names of Person Filing, Address of Principal Business Office, Citizenship:
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This report on Schedule 13G is being filed
by Melvin Capital Management LP, a Delaware limited partnership (the “Firm”). The address for the Firm is: 535 Madison Avenue,
22nd Floor, New York, NY 10022 and Melvin Capital Master Fund Ltd, a Cayman Islands exempted company (“Melvin Master”). The
address for Melvin Master is: 535 Madison Avenue, 22nd Floor, New York, NY 10022.
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Item 2.
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(d) Title of Class of Securities
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Class A common shares, par value $0.000025
per share (the “Common Stock”)
G68707101
Item
3. If this statement is filed pursuant to Rule 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 (15 U.S.C. 78o);
(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)
☐ A group,
in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: _______________
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CUSIP No. G68707101
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SCHEDULE 13G
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Item 4. Ownership
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Information
with respect to the Firm’s ownership of securities of the issuer is incorporated by reference to items (5) - (9) and (11) of the
respective cover page of the Firm.
As reported
in the cover pages to this report, the ownership information with respect to the Firm is as follows:
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(a) Amount Beneficially Owned:
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19,800,000*
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(b) Percent of Class:
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9.8%*
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(c) Number of Shares as to which such person has:
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(i) Sole power to vote or to direct the vote:
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0
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(ii) Shared power to vote or to direct the vote:
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19,800,000*
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(iii) Sole power to dispose or to direct the disposition of:
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0
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(iv) Shared power to dispose or to direct the disposition of:
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19,800,000*
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As reported in the cover pages to this report, the
ownership information with respect to Melvin Master is as follows:
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(a) Amount Beneficially Owned:
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16,132,527*
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(b) Percent of Class:
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8.0%*
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(c) Number of Shares as to which such person has:
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(i) Sole power to vote or to direct the vote:
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0
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(ii) Shared power to vote or to direct the vote:
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16,132,527*
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(iii) Sole power to dispose or to direct the disposition of:
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0
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(iv) Shared power to dispose or to direct the disposition of:
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16,132,527*
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The Firm is the investment manager to
Melvin Master, Melvin Capital Onshore LP, a Delaware limited partnership (“Melvin Onshore”), and one or more managed accounts
(the “Managed Accounts” and together with Melvin Master and Melvin Onshore, the “Melvin Funds and Accounts”).
As of December 31, 2021, the Firm may be deemed to beneficially own an aggregate of 19,800,000 shares of Common Stock. The number of shares
reported above consists of (i) 7,985,527 shares of Common Stock and call options to purchase up to 8,147,000 shares of Common Stock held
by Melvin Master; (ii) 435,790 shares of Common Stock and call options to purchase up to 445,000 shares of Common Stock held by Melvin
Onshore; and (iii) 1,378,683 shares of Common Stock and call options to purchase up to 1,408,000 shares of Common Stock held by the Managed
Accounts. The Firm, as the investment manager to the Melvin Funds and Accounts, may be deemed to beneficially own these securities. Gabriel
Plotkin is the managing member of the general partner of the Firm and exercises investment discretion with respect to these securities.
Ownership percentages are based on 201,461,511 shares of Common Stock reported as issued and outstanding in the Issuer’s Annual
Report on Form 20-F filed with the Securities and Exchange Commission on April 27, 2021.
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
Not Applicable.
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
By
signing below I certify that, to the best of my 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.
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CUSIP No. G68707101
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SCHEDULE 13G
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SIGNATURE
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.
Dated: February
14, 2022
Melvin
Capital Management LP
By:
/s/ Robert R. Rasamny
Robert
R. Rasamny, Chief Compliance Officer
Melvin
Capital Master Fund Ltd
By:
/s/ Robert R. Rasamny
Robert
R. Rasamny, Chief Compliance Officer
