SEC Filing | Patria Investments Limited

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

13,089,236

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

13,089,236

SHARED DISPOSITIVE POWER

0

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SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Patria Investments Limited

(Name of Issuer)

Class A common shares, par value $0.0001 per share

(Title of Class of Securities)

G69451105

(CUSIP Number)

December 31, 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)

☒ 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. G69451105


1		NAMES OF REPORTING PERSONS Blackstone PAT Holdings IV, L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. G69451105


1		NAMES OF REPORTING PERSONS Blackstone Holdings IV L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Canada

CUSIP No. G69451105


1		NAMES OF REPORTING PERSONS Blackstone Holdings IV GP L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Canada

CUSIP No. G69451105


1		NAMES OF REPORTING PERSONS Blackstone Holdings IV GP Management (Delaware) L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. G69451105


1		NAMES OF REPORTING PERSONS Blackstone Holdings IV GP Management L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. G69451105


1		NAMES OF REPORTING PERSONS Blackstone Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. G69451105


1		NAMES OF REPORTING PERSONS Blackstone Group Management L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. G69451105


1		NAMES OF REPORTING PERSONS Stephen A. Schwarzman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

Item 1(a).

Name of Issuer

Patria Investments Limited (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Office

18 Forum Lane, 3^rd Floor

Camana Bay, PO Box 757, KY1-9006

Grand Cayman, Cayman Islands

Item 2(a).

Name of Person Filing

Item 2(b).

Address of Principal Business Office

Item 2(c).

Citizenship

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

(i)

Blackstone PAT Holdings IV, L.L.C.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(ii)

Blackstone Holdings IV L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: Canada

(iii)

Blackstone Holdings IV GP L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: Canada

(iv)

Blackstone Holdings IV GP Management (Delaware) L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(v)

Blackstone Holdings IV GP Management L.L.C.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(vi)

Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(vii)

Blackstone Group Management L.L.C.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(viii)

Stephen A. Schwarzman

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: United States

Blackstone PAT Holdings IV, L.L.C. directly holds 13,089,236 Class A Common Shares. Blackstone Holdings IV L.P. is the sole member of Blackstone PAT Holdings IV, L.L.C. Blackstone Holdings IV GP L.P. is the general partner of Blackstone Holdings IV L.P. Blackstone Holdings IV GP Management (Delaware) L.P. is the general partner of Blackstone Holdings IV GP L.P. Blackstone Holdings IV GP Management L.L.C. is the general partner of Blackstone Holdings IV GP Management (Delaware) L.P. The sole member of Blackstone Holdings IV GP Management L.L.C. is Blackstone Inc. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.

Each such Reporting Person may be deemed to beneficially own the Class A Common Shares beneficially owned by Blackstone PAT Holdings IV, L.L.C., but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than Blackstone PAT Holdings IV, L.L.C.) is the beneficial owner of the Class A Common Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.

Item 2(d).

Title of Class of Securities

Class A common shares, par value $0.0001 per share the (the “Class A Common Shares”)

Item 2(e).

CUSIP Number

G69451105

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:

Not applicable.

Item 4.

Ownership

(a)

Amount beneficially owned:

Calculation of the percentage of Class A Common Shares beneficially owned is based on 54,247,500 Class A Common Shares outstanding as of November 1, 2021, as set forth in the Form 6-K filed by the Issuer with the Securities and Exchange Commission on November 19, 2021.

(b)

Percent of class:

As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Class A Common Shares listed on such Reporting Person’s cover page.

(c)

Number of Shares as to which the Reporting 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 to 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.

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

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

Not applicable.

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 11, 2022


BLACKSTONE PAT HOLDINGS IV, L.L.C.
By: Blackstone Holdings IV L.P., its sole member
By: Blackstone Holdings IV GP L.P., its general partner
By: Blackstone Holdings IV GP Management (Delaware) L.P., its general partner
By: Blackstone Holdings IV GP Management L.L.C, its general partner

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director – Assistant Secretary

BLACKSTONE HOLDINGS IV L.P.
By: Blackstone Holdings IV GP L.P., its general partner
By: Blackstone Holdings IV GP Management (Delaware) L.P., its general partner
By: Blackstone Holdings IV GP Management L.L.C, its general partner

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director – Assistant Secretary

BLACKSTONE HOLDINGS IV GP L.P.
By: Blackstone Holdings IV GP Management (Delaware) L.P., its general partner
By: Blackstone Holdings IV GP Management L.L.C, its general partner

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director – Assistant Secretary


BLACKSTONE HOLDINGS IV GP MANAGEMENT (DELAWARE) L.P.
By: Blackstone Holdings IV GP Management L.L.C, its general partner

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director – Assistant Secretary

BLACKSTONE HOLDINGS IV GP MANAGEMENT L.L.C.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director – Assistant Secretary

BLACKSTONE INC.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

BLACKSTONE GROUP MANAGEMENT L.L.C.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

/s/ Stephen A. Schwarzman
Stephen A. Schwarzman

EXHIBIT LIST


Exhibit 1		Joint Filing Agreement, dated February 11, 2022, among the Reporting Persons (filed herewith).

EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Patria Investments Limited, a Cayman Islands corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

Dated: February 11, 2022


BLACKSTONE PAT HOLDINGS IV, L.L.C.
By: Blackstone Holdings IV L.P., its sole member
By: Blackstone Holdings IV GP L.P., its general partner
By: Blackstone Holdings IV GP Management (Delaware) L.P., its general partner
By: Blackstone Holdings IV GP Management L.L.C, its general partner

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director – Assistant Secretary

BLACKSTONE HOLDINGS IV L.P.
By: Blackstone Holdings IV GP L.P., its general partner
By: Blackstone Holdings IV GP Management (Delaware) L.P., its general partner
By: Blackstone Holdings IV GP Management L.L.C, its general partner

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director – Assistant Secretary

BLACKSTONE HOLDINGS IV GP L.P.
By: Blackstone Holdings IV GP Management (Delaware) L.P., its general partner
By: Blackstone Holdings IV GP Management L.L.C, its general partner

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director – Assistant Secretary


BLACKSTONE HOLDINGS IV GP MANAGEMENT (DELAWARE) L.P.
By: Blackstone Holdings IV GP Management L.L.C, its general partner

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director – Assistant Secretary

BLACKSTONE HOLDINGS IV GP MANAGEMENT L.L.C.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director – Assistant Secretary

BLACKSTONE INC.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

BLACKSTONE GROUP MANAGEMENT L.L.C.

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Senior Managing Director

/s/ Stephen A. Schwarzman
Stephen A. Schwarzman