Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is amended and restated by the following:
Changes in beneficial ownership of the Shares covered by the Schedule 13D have occurred since the date of the filing of Amendment No. 3 to the Schedule 13D on October 19, 2012. This Amendment No. 4 to the Schedule 13D is being filed to disclose changes in the beneficial ownership of Shares by Mr. Rubens Ometto Silveira Mello. Transactions in the Shares effected by Queluz Holdings Limited (“Queluz”) on behalf of Mr. Mello, which were all conducted through brokers in the open market using cash on hand, are set forth on Schedule B and are incorporated herein by reference.
Item 4. Purpose of Transaction
Item 4 is amended by the addition of the following:
This Amendment No. 4 to the Schedule 13D is being filed to disclose changes in beneficial ownership of the Shares covered by the Schedule 13D that have occurred since the date of the filing of Amendment No. 3 to the Schedule 13D on October 19, 2012. Transactions in the Shares effected by Queluz on behalf of Mr. Mello, which were all conducted through brokers in the open market, are set forth on Schedule B and are incorporated herein by reference. In addition, on February 23, 2015, Queluz filed a Form 144 indicating its intention to sell up to 3,000,000 Shares.
Item 5. Interest in Securities of the Issuer
Item 5 is amended by the following:
(a) – (b) For the purpose of Rule 13d-3 promulgated under the Exchange Act:
(i) Queluz beneficially owns, and has shared power to vote or dispose of 7,798,116 Shares, representing 4.47% of the outstanding Shares of the Issuer;
(ii) MSOR beneficially owns, and has shared power to vote or dispose of 1,811,250 Shares, representing 1.04% of the outstanding Shares of the Issuer;
(iii) Bom Jesus beneficially owns, and has shared power to vote or dispose of 255,000 Shares, representing 0.15% of the outstanding Shares of the Issuer; and
(iv) FIA Rio das Pedras beneficially owns, and has shared power to vote or dispose of 16,000 Shares, representing 0.01% of the outstanding Shares of the Issuer.
Except as set forth in this Item 5(a), none of the Reporting Persons and, to the best of its knowledge, any persons named in Schedule A hereto owns beneficially any Shares.
(c) This Amendment No. 4 to the Schedule 13D is being filed to disclose changes in beneficial ownership of the Shares covered by the Schedule 13D that have occurred since the date of the filing of Amendment No. 3 to the Schedule 13D on October 19, 2012. Transactions in the Shares effected by Queluz on behalf of Mr. Mello, which were all conducted through brokers in the open market, are set forth on Schedule B and are incorporated herein by reference.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
No change.
Item 7. Material to be Filed as Exhibits
No change.
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.
|
QUELUZ HOLDINGS LIMITED
|
|
March 10, 2015
|
|
Date
|
| |
|
/s/ Rubens Ometto Silveira Mello
/s/ Burkhard Otto Cordes
|
|
Signature
|
|
Rubens Ometto Silveira Mello
|
|
Burkhard Otto Cordes
|
|
MSOR PARTICIPAÇÕES S/A
|
|
March 10, 2015
|
|
Date
|
| |
|
/s/ Rubens Ometto Silveira Mello
/s/ Burkhard Otto Cordes
|
|
Signature
|
|
Rubens Ometto Silveira Mello
|
|
Burkhard Otto Cordes
|
|
USINA BOM JESUS S/A AÇÚCAR E ÁLCOOL
|
|
March 10, 2015
|
|
Date
|
| |
|
/s/ Rubens Ometto Silveira Mello
/s/ Burkhard Otto Cordes
|
|
Signature
|
|
Rubens Ometto Silveira Mello
|
|
Burkhard Otto Cordes
|
|
FIA RIO DAS PEDRAS
|
|
March 10, 2015
|
|
Date
|
| |
|
/s/ Rubens Ometto Silveira Mello
/s/ Burkhard Otto Cordes
|
|
Signature
|
|
Rubens Ometto Silveira Mello
|
|
Burkhard Otto Cordes
|
SCHEDULE A-1
CONTROLLING PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF
QUELUZ HOLDINGS LIMITED
The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Queluz Holdings Limited (“Queluz”) are set forth below. If no business address is given, the director’s or officer’s business address is Av. Juscelino Kubitschek, 1327 – 4th floor, São Paulo, SP 04543-011, Brazil. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Queluz. All of the persons listed below are citizens of Brazil.
Name and Business Address
|
Present Principal Occupation Including Name and
Address1 of Employer
|
|
Directors
|
|
|
Rubens Ometto Silveira Mello
|
Director and President
|
|
Burkhard Otto Cordes
|
Director and Vice President
|
|
Celso Renato Geraldin
|
Director and Vice President
|
Name and Business Address
|
Present Principal Occupation Including Name and
Address1 of Employer
|
|
Executive Officers
(Who Are Not Directors)
|
|
|
All Executive Officers are Directors.
|
|
|
|
1 Same address as director’s or officer’s business address except where indicated.
|
CONTROLLING PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF MSOR PARTICIPAÇÕES S/A
The name, business address, title, present principal occupation or employment of each of the directors and executive officers of MSOR Participações S/A (“MSOR”) are set forth below. If no business address is given, the director’s or officer’s business address is Av. Juscelino Kubitschek, 1327 – 4th floor, São Paulo, SP 04543-011, Brazil. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to MSOR. All of the persons listed below are citizens of Brazil.
Name and Business Address
|
Present Principal Occupation Including Name and
Address1 of Employer
|
|
Directors
|
|
|
Rubens Ometto Silveira Mello
|
Director and President
|
|
Burkhard Otto Cordes
|
Director and Vice President
|
|
Celso Renato Geraldin
|
Director and Executive Officer
|
Name and Business Address
|
Present Principal Occupation Including Name and
Address1 of Employer
|
|
Executive Officers
(Who Are Not Directors)
|
|
|
All Executive Officers are Directors.
|
|
_______________
|
|
1 Same address as director’s or officer’s business address except where indicated.
|
SCHEDULE A-3
CONTROLLING PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF
USINA BOM JESUS S/A AÇÚCAR E ÁLCOOL
The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Usina Bom Jesus S/A Açúcar e Álcool (“Bom Jesus”) are set forth below. If no business address is given, the director’s or officer’s business address is Av. Juscelino Kubitschek, 1327 – 4th floor, São Paulo, SP 04543-011, Brazil. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Bom Jesus. All of the persons listed below are citizens of Brazil.
Name and Business Address
|
Present Principal Occupation Including Name and
Address1 of Employer
|
|
Directors
|
|
|
Rubens Ometto Silveira Mello
|
Director and President
|
|
Burkhard Otto Cordes
|
Director and Executive Officer
|
|
Celso Renato Geraldin
|
Director and Executive Officer
|
Name and Business Address
|
Present Principal Occupation Including Name and
Address1 of Employer
|
|
Executive Officers
(Who Are Not Directors)
|
|
|
All Executive Officers are Directors.
|
|
|
|
1 Same address as director’s or officer’s business address except where indicated.
|
CONTROLLING PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF
FIA RIO DAS PEDRAS
The name, business address, title, present principal occupation or employment of each of the directors and executive officers of FIA Rio das Pedras (“Rio das Pedras”) are set forth below. If no business address is given, the director’s or officer’s business address is Avenida Limeira 222, 5th floor, room 507, Piracicaba, SP, Brazil. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Rio das Pedras. All of the persons listed below are citizens of Brazil.
Name and Business Address
|
Present Principal Occupation Including Name and
Address1 of Employer
|
|
Directors
|
|
|
Rubens Ometto Silveira Mello
|
Director and President
|
|
Burkhard Otto Cordes
|
Director and Executive Officer
|
|
Sylvio Klein Trompowsky Heck
|
Director and Executive Officer
|
|
Celso Renato Geraldin
|
Director and Executive Officer
|
Name and Business Address
|
Present Principal Occupation Including Name and
Address1 of Employer
|
|
Executive Officers
(Who Are Not Directors)
|
|
|
All Executive Officers are Directors.
|
|
|
|
1 Same address as director’s or officer’s business address except where indicated.
|
SCHEDULE B
TRANSACTIONS IN SHARES OF THE ISSUER EFFECTED DURING THE PAST SIXTY DAYS OR SINCE THE MOST RECENT FILING ON SCHEDULE 13D
This Schedule sets forth information with respect to each purchase and sale of Shares which were effectuated by a Reporting Person within the last sixty days. All transactions were effectuated in the open market through a broker.
|
|
|
|
|
January 6, 2015
|
39,599
|
6.96
|
|
January 7, 2015
|
152,801
|
7.00
|
|
January 8, 2015
|
87,793
|
7.13
|
|
January 9, 2015
|
17,400
|
7.06
|
|
January 9, 2015
|
125,661
|
7.01
|
|
January 12, 2015
|
68,020
|
6.75
|
|
January 13, 2015
|
140,959
|
6.87
|
|
January 14, 2015
|
215,000
|
7.01
|
|
January 15, 2015
|
300,000
|
7.20
|
|
January 16, 2015
|
137,390
|
7.22
|
|
January 20, 2015
|
109,021
|
7.25
|
|
January 21, 2015
|
2,500
|
7.30
|
|
January 22, 2015
|
133,914
|
7.69
|
|
January 23, 2015
|
43,500
|
7.76
|
|
January 23, 2015
|
37,324
|
7.68
|
|
February 11, 2015
|
(30,000)
|
7.42
|
|
February 12, 2015
|
(70,000)
|
7.90
|
|
February 12, 2015
|
(1,200)
|
8.06
|
|
February 13, 2015
|
(13,400)
|
8.01
|
|
February 13, 2015
|
(20,000)
|
7.90
|
|
February 17, 2015
|
(5,000)
|
8.05
|
|
February 17, 2015
|
(10,000)
|
8.10
|
|
February 18, 2015
|
(8,540)
|
8.05
|
|
February 20, 2015
|
(5,000)
|
7.80
|
|
February 20, 2015
|
(23,850)
|
7.76
|
|
February 27, 2015
|
(5,000)
|
7.63
|