UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2019

Commission File Number 001-38055

NETSHOES (CAYMAN) LIMITED

(Exact name of registrant as specified in its charter)


The Cayman Islands		98-1007784
(State of incorporation or organization)		(I.R.S. Employer Identification No.)

Rua Vergueiro 961, Liberdade

01504-001 São Paulo, São Paulo, Brazil

+55 11 3028-3528

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ☐ No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ☐ No ☒

~~SUPPLEMENT~~Netshoes TOAnnounces ~~INFORMATION~~Receipt ~~STATEMENT~~of Revised Unsolicited Proposal from Grupo SBF S.A. and Adjournment of May 30, 2019 Shareholders’ Meeting

~~INCORPORATION~~Netshoes BY(Cayman) ~~REFERENCE~~Limited (NYSE: NETS) announces that it has received on May 28, 2019 a revised unsolicited proposal from Grupo SBF S.A., a sociedade anônima incorporated under the laws of Brazil and with shares listed in the Brazilian stock exchange (B3) under ticker “CNTO3” (“Centauro”), for purchase of all of the outstanding common shares of Netshoes through a merger transaction pursuant to which Netshoes shareholders would receive a payment in cash of US$3.50 for each share of Netshoes common stock. Centauro’s offer also set forth other features to address specific concerns previously raised by Netshoes as to its prior offer.

~~The~~As ~~information~~previously ~~included~~announced, inon ~~this~~May ~~Current~~26, ~~Report~~2019, onfollowing ~~Form~~approval ~~6-K~~from ~~(“Form~~the ~~6-K”)~~Netshoes’ isboard ~~expressly~~of ~~incorporated~~directors, byNetshoes ~~reference~~entered into an amendment to the ~~Information~~Agreement ~~Statement,~~and Plan of Merger dated ~~May~~April 929, 2019, ~~filed~~with byMagazine ~~Netshoes~~Luiza ~~(Cayman)~~S.A. ~~Limited~~and ~~(“Netshoes”)~~its ~~with~~wholly-owned subsidiary located in the U.Cayman Islands, pursuant to which Magazine Luiza S.A. ~~Securities~~would ~~and~~acquire ~~Exchange~~all ~~Commission~~of ~~(SEC~~the ~~Accession~~outstanding Nocommon shares of Netshoes at a price of US$3.00 ~~001292814-19-001841)~~per share in cash for each common share (as amended, the “~~Information~~Merger ~~Statement~~Agreement”).

~~The~~Netshoes ~~press~~today ~~release~~notified ~~below~~Magazine ~~was~~Luiza ~~issued~~S.A. byof ~~Netshoes~~the onreceipt ~~May~~of ~~26,~~the ~~2019~~revised inCentauro ~~connection~~proposal. In accordance with the ~~execution~~terms onof the ~~same~~Merger ~~date~~Agreement ofand anits ~~amendment~~fiduciary toobligations under the ~~Agreement~~laws ~~and~~of ~~Plan~~the ofCayman ~~Merger~~Islands, ~~dated~~and ~~April~~in ~~29,~~consultation ~~2019,~~with byits financial and ~~among~~legal ~~Netshoes~~advisors, ~~Magazine~~Netshoes’ ~~Luiza~~board ~~S.A.~~of ~~and~~directors ~~its~~will ~~subsidiary~~carefully ~~(as~~review ~~amended~~Centauro’s ~~from~~revised ~~time~~proposal to ~~time,~~determine the ~~“Merger~~course ~~Agreement”)~~of toaction ~~increase~~that it believes is in the ~~Per~~best ~~Share~~interest ~~Merger~~of ~~Consideration~~the ~~(as~~Netshoes’ ~~such~~shareholders. ~~term~~Pending isthe ~~defined~~completion inof such review, the ~~Merger~~Netshoes ~~Agreement)~~board ~~from~~has ~~US$2.00~~not made any determination as to ~~US$3.00~~whether (Centauro’s revised proposal constitutes a superior proposal under the ~~“Amendment”)~~terms of the Merger Agreement. ~~The~~Accordingly, ~~Amendment~~the isboard ~~included~~reaffirms ~~as Exhibit~~its ~~99.1~~existing torecommendation ~~this~~of ~~Form~~the ~~6-K~~transaction with Magazine Luiza S.A. without qualification.

In ~~view~~order ofto allow the ~~Amendment,~~Company ~~despite~~to ~~references~~evaluate tothese ~~“US$2.00”~~latest asdevelopments ~~the~~and ~~Per~~advise ~~Share~~Netshoes’ ~~Merger~~shareholders ~~Consideration~~as into the ~~Information~~superior ~~Statement~~offer and ~~related~~recommended ~~materials,~~course ~~such~~of asaction with adequate time prior to the ~~(i)~~upcoming ~~notice~~shareholders’ ofmeeting, ~~extraordinary~~which ~~general~~was ~~meetings~~called ofto ~~shareholders~~be ~~and~~held ~~(ii)~~on ~~proxy~~Thursday, ~~cards~~May 30, in2019 ~~each~~at ~~case,~~11:00 ~~the~~a.m. ~~parties~~(São toPaulo ~~the~~time) ~~Merger~~(10:00 ~~Agreement~~a.m. Eastern time), Netshoes and Magazine Luiza S.A. have mutually agreed that ~~shareholders~~no ofbusiness ~~Netshoes~~shall ~~will~~be ~~receive~~transacted ~~“US$3~~at such meeting.~~00”~~ asNetshoes ~~the~~and ~~Per~~Magazine ~~Share~~Luiza ~~Merger~~S.A. ~~Consideration~~expect ifto ~~the~~agree ~~Merger~~on ~~(as~~a ~~defined~~new indate for the ~~Merger~~shareholders ~~Agreement)~~meeting isin ~~approved~~the coming days.

You may direct any questions about the Merger Agreement and the Amendment or request additional copies of this document, by requesting them in writing or by telephone from Netshoes at:

Netshoes (Cayman) Limited c/o Mr. Otávio Lyra Rua Vergueiro 961, LiberdadeZip Code 01504-001City of São Paulo, State of São PauloBrazilTel: +55 11 3028-3528Email: ir@netshoes.com or otavio.lyra@netshoes.com

You also may obtain documents incorporated by reference into this document by requesting them in writing from our proxy solicitor at:

Georgeson LLC

1290 Avenue of the Americas, 9th Floor

New York, NY 10104Shareholders, Banks and BrokersCall Toll Free: (800) 509-1078

***************

Netshoes Announces Amendment to the Merger Agreement with Magazine Luiza

Netshoes (Cayman) Limited (NYSE: NETS) announces that it has entered into an amendment to the Agreement and Plan of Merger, dated April 29, 2019, by and among Netshoes, Magazine Luiza S.A. (“Magalu”) and its subsidiary (as amended from time to time, the “Merger Agreement”) to increase the Per Share Merger Consideration (as such term is defined in the Merger Agreement) from US$2.00 to US$3.00 (the “Amendment”).

As of the date hereof, the Board of Directors of Netshoes (the “Netshoes Board”) unanimously approved (with the abstention of Mr. Marcio Kumruian on advice of counsel) the Amendment to the Merger Agreement and unanimously reaffirms its recommendation (with the abstention of Mr. Marcio Kumruian on advice of counsel) that Netshoes’s shareholders vote in favor of the transactions contemplated by the Merger Agreement. In reaching this determination, the Netshoes Board took into account:

the increase in the Per Share Merger Consideration;

the certainty of the execution of the merger with Magalu in view of the scheduled shareholders’ meeting to approve the Merger Agreement and related transactions on May 30, 2019;

the approval of the Magalu acquisition granted by the Brazilian antitrust authority on May 22, 2019;

Magalu’s commitment to close the transaction on or before June 12, 2019;

any potential transaction between Netshoes and Grupo SBF S.A., if agreed, would involve calling a new shareholders meeting and review by Brazilian antitrust authorities. Such antitrust review could potentially follow a long-form procedure, which would lead to greater delay and uncertainty; and

it is in Netshoes shareholders’ best interest to secure a transaction within a predictable timeframe given the previously disclosed pressures on Netshoes operating cash flow and financial condition.

Goldman Sachs & Co. LLC is acting as financial advisor to Netshoes. Simpson Thacher & Bartlett LLP, Demarest Advogados and Campbells are acting as legal advisors to Netshoes.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.


Netshoes (Cayman) Limited

By:		/s/ Marcio Kumruian
Name:		Marcio Kumruian
Title:		Chief Executive Officer

Date: May 2729, 2019

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