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SCHEDULE 13D/A 0001292814-25-000254 0001218390 XXXXXXXX LIVE 1 Preferred Shares, Without Par Value 03/31/2025 false 0001432364 05501U106 AZUL SA AV. MARCOS PENTEADO ULHOA RODRIGUES NO. 939, 9 FLOOR, ED. JATOBA BARUERI D5 06460-040 Jonathan A. Lewis 1 (212) 918-3000 Hogan Lovells US LLP 390 Madison Avenue New York NY 10017 0001218390 NEELEMAN DAVID a PF D5 0 26348439 26348439 0 26348439 N 7.4 IN The shares reported in rows 7 through 11 include (a) 6,939,465 preferred shares and 622,406,638 common shares held directly by Mr. Neeleman, (b) 804,000,063 common shares issuable to Mr. Neeleman on or around April 10, 2025 in accordance with the terms of the Subscription Agreement (defined below), and (c) 390,218 preferred shares held by Saleb II Founder 1 LLC, a Delaware limited liability company of which Mr. Neeleman is the sole member. Pursuant to section 3 of article 5 of the bylaws (estatuto social) of the Issuer, the common shares are convertible into preferred shares at any time at a ratio of 1 preferred share for every 75 common shares. The percentage in row 13 is calculated based on 335,750,796 preferred shares outstanding as of December 31, 2024, as provided by the Issuer, and assumes conversion of the common shares reported in rows 7-11 into preferred shares. 0002052523 Saleb II Founder 1 LLC a PF DE 0 390218 0 390218 390218 N 0.1 CO The percentage in row 13 is calculated based on 335,750,796 preferred shares outstanding as of December 31, 2024, as provided by the Issuer. 0002054299 Trip Participacoes S.A. a OO D5 0 8650189 0 8650189 8650189 N 2.6 CO The shares reported in rows 7-11 include 5,952,473 preferred shares and 202,328,712 common shares. Pursuant to section 3 of article 5 of the bylaws (estatuto social) of the Issuer, the common shares are convertible into preferred shares at any time at a ratio of 1 preferred share for every 75 common shares. The percentage in row 13 is calculated based on 335,750,796 preferred shares outstanding as of December 31, 2024, as provided by the Issuer, and assumes conversion of the common shares reported in rows 7-11 into preferred shares. 0002054429 Trip Investimentos Ltda. a OO D5 0 1091302 0 1091302 1091302 N 0.3 OO The preferred shares reported in rows 7-11 include 28,567 preferred shares and 79,705,144 common shares. Pursuant to section 3 of article 5 of the bylaws (estatuto social) of the Issuer, the common shares are convertible into preferred shares at any time at a ratio of 1 preferred share for every 75 common shares. The percentage in row 13 is calculated based on 335,750,796 preferred shares outstanding as of December 31, 2024, as provided by the Issuer, and assumes conversion of the common shares reported in rows 7-11 into preferred shares. 0002054423 Rio Novo Locacoes Ltda a WC OO D5 0 3054019 0 3054019 3054019 N 0.9 OO The preferred shares reported in rows 7-11 include (a) zero preferred shares and 24,524,564 common shares and (b) 204,526,872 common shares issuable on or around April 10, 2025 in accordance with the terms of the Subscription Agreement. Pursuant to section 3 of article 5 of the bylaws (estatuto social) of the Issuer, the common shares are convertible into preferred shares at any time at a ratio of 1 preferred share for every 75 common shares. The percentage in row 13 is calculated based on 335,750,796 preferred shares outstanding as of December 31, 2024, as provided by the Issuer, and assumes conversion of the common shares reported in rows 7-11 into preferred shares. 0002054309 Jose Mario Caprioli dos Santos a PF OO D5 0 3644277 0 3644277 3644277 N 1.1 IN The preferred shares reported in rows 7-11 include (a) 28,567 preferred shares and 79,705,144 common shares held by TRIP Investimentos Ltda. and (b) 191,473,128 common shares issuable to Mr. dos Santos on or around April 10, 2025 in accordance with the terms of the Subscription Agreement. Pursuant to section 3 of article 5 of the bylaws (estatuto social) of the Issuer, the common shares are convertible into preferred shares at any time at a ratio of 1 preferred share for every 75 common shares. The percentage in row 13 is calculated based on 335,750,796 preferred shares outstanding as of December 31, 2024, as provided by the Issuer, and assumes conversion of the common shares reported in rows 7-11 into preferred shares. 0002054302 Decio Luiz Chieppe a WC OO D5 0 11704208 0 11704208 11704208 N 3.5 IN The preferred shares reported in rows 7-11 include (a) 5,952,473 preferred shares and 202,328,712 common shares held by TRIP Participacoes S.A., (b) 24,524,564 common shares held by Rio Novo Locacoes Ltda. and (c) 204,526,872 common shares issuable to Rio Novo Locacoes Ltda. on or around April 10, 2025 in accordance with the terms of the Subscription Agreement. Pursuant to section 3 of article 5 of the bylaws (estatuto social) of the Issuer, the common shares are convertible into preferred shares at any time at a ratio of 1 preferred share for every 75 common shares. The percentage in row 13 is calculated based on 335,750,796 preferred shares outstanding as of December 31, 2024, as provided by the Issuer, and assumes conversion of the common shares reported in rows 7-11 into preferred shares. 0002054322 Renan Chieppe a OO D5 0 8650189 0 8650189 8650189 N 2.6 IN The preferred shares reported in rows 7-11 include 5,952,473 preferred shares and 202,328,712 common shares held by TRIP Participacoes S.A. Pursuant to section 3 of article 5 of the bylaws (estatuto social) of the Issuer, the common shares are convertible into preferred shares at any time at a ratio of 1 preferred share for every 75 common shares. The percentage in row 13 is calculated based on 335,750,796 preferred shares outstanding as of December 31, 2024, as provided by the Issuer, and assumes conversion of the common shares reported in rows 7-11 into preferred shares. Preferred Shares, Without Par Value AZUL SA AV. MARCOS PENTEADO ULHOA RODRIGUES NO. 939, 9 FLOOR, ED. JATOBA BARUERI D5 06460-040 This Amendment No. 1 to ("Amendment No. 1") to Statement on Schedule 13D amends the statement on Schedule 13D originally filed on February 4, 2025 (such Schedule 13D, as amended, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged. Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: The Common Shares and Preferred Shares acquired pursuant to the Subscription Agreements (as defined in Item 4 below) were purchased by Mr. Neeleman and by Mr. Jose Mario Caprioli dos Stantos using personal funds and by Rio Novo using working capital. Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: In connection with the previously disclosed Restructuring Transactions, the Board authorized a capital increase of the Company (the "Capital Increase") pursuant to a private subscription in Brazil, comprising the issuance of additional Common Shares and Preferred Shares on a private placement basis. Each of the Reporting Persons was entitled to exercise his or its preemptive right to purchase a proportionate share of the newly issued shares pursuant to a Subscription Agreement (as defined below) entered into with respect thereto. Subscription Agreement Mr. Neeleman, Rio Novo and Jose Mario Caprioli dos Stantos each entered into a subscription agreement, dated March 31, 2025 (each, a "Subscription Agreement" and collectively, the "Subscription Agreements") with the Issuer pursuant to which Mr. Neeleman (and thereby, the Neeleman Parties) and the TRIP Parties (including for this purpose Jose Mario Caprioli dos Santos) each acquired its collective proportionate interest in the Common Shares (the "Additional Shares") issued pursuant to the Capital Increase at a purchase price of BRL 0.06 per Common Share in a private placement. Pursuant to the terms of the Capital Increase disclosed by the Issuer in a notice to shareholders on February 20, 2025, subscribers that wish to pay for the Additional Shares in installments must initially pay at least 10% of the amount subscribed, with the remaining amount due no later than six months thereafter, according to capital calls to be disclosed by the Issuer, in accordance with Article 106 of Brazilian Federal Law No. 6,404 dated December 15, 1976. Each subscribing Reporting Person elected to pay the remaining 90% of the subscription price upon the capital calls to be disclosed by the Issuer. The Additional Shares are expected to be issued on or around April 10, 2025. Pursuant to the Subscription Agreements, the Reporting Persons will acquire the following Additional Shares: Mr. Neeleman: 804,000,063 Common Shares, convertible into 10,720,000 Preferred Shares; Trip Participacoes: 0 Common Shares; Trip Investimentos: 0 Common Shares; Rio Novo: 204,526,872 Common Shares, convertible into 2,727,024 Preferred Shares; and Jose Mario Caprioli dos Santos: 191,473,128 Common Shares, convertible into 3,615,710 Preferred Shares. Mr. dos Santos also may be deemed to beneficially own the Preferred Shares owned by Trip Investimentos by virtue of his involvement as the executive officer of Trip Investimentos. Mr. Decio Luiz Chieppe may be deemed to beneficially own the Preferred Shares owned by Trip Participacoes and Rio Novo by virtue of his interest in each entity and his involvement as an executive officer and director of Trip Participacoes and an executive officer of Rio Novo. Mr. Renan Chieppe may be deemed to beneficially own the Preferred Shares owned by Trip Participacoes by virtue of his involvement as an executive officer and director of Trip Participacoes. The net proceeds received by the Issuer pursuant to the Capital Increase will be used for general corporate purposes. The Additional Shares acquired by the Reporting Persons, once issued pursuant to the Subscription Agreement, will be subject to the terms and conditions of the previously disclosed Support Agreement and Shareholders' Agreement, including the obligation to vote the Additional Shares in favor of any corporate actions necessary to implement the Governance Conditions and restrictions on the sale or transfer of the Additional Shares unless the acquiror agrees to be bound by the terms and conditions of the Support Agreement. The foregoing description of the Subscription Agreement is only a summary, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the form of the Subscription Agreement, which is filed herewith as Exhibit 1 and hereby incorporated herein. General The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) - (j) of Schedule 13D, although the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time. Item 6 of this Schedule 13D is hereby amended and supplemented by incorporating by reference the description of the Subscription Agreement set forth in Item 4 above. The description of the Subscription Agreement is a summary of that agreement and is qualified in its entirety by the full terms and conditions of the Subscription Agreement, the form of which is incorporated herein by reference. Exhibit 1 - Joint Filing Agreement dated February 4, 2025 (incorporated by reference to Exhibit 1 to the Reporting Persons' Schedule 13D filed on February 4, 2025). Exhibit 2 - Form of Subscription Agreement. NEELEMAN DAVID /s/ David Gary Neeleman David Gary Neeleman, Sole Member 04/02/2025 Saleb II Founder 1 LLC /s/ David Gary Neeleman David Gary Neeleman, Sole Member 04/02/2025 Trip Participacoes S.A. /s/ Renan Chieppe Renan Chieppe, Executive Officer 04/02/2025 Trip Investimentos Ltda. /s/ Jose Mario Caprioli dos Santaos Jose Mario Caprioli dos Santaos, Executive Officer 04/02/2025 Rio Novo Locacoes Ltda /s/ Decio Luiz Chieppe Decio Luiz Chieppe, Executive Officer 04/02/2025 Jose Mario Caprioli dos Santos /s/ Jose Mario Caprioli dos Santos Jose Mario Caprioli dos Santos 04/02/2025 Decio Luiz Chieppe /s/ Decio Luiz Chieppe Decio Luiz Chieppe 04/02/2025 Renan Chieppe /s/ Renan Chieppe Renan Chieppe 04/02/2025