CUSIP No.
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G25353 107
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1.
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Names of Reporting Persons.
Queluz Holdings Limited
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
☒
(b)
☐
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3.
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SEC Use Only
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4.
|
Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
British Virgin Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
11,986,343 – See Item 5
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
11,986,343 – See Item 5
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,895,093 shares of class A common stock – See Item 5
|
12.
|
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13.
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Percent of Class Represented by Amount in Row (11)
5.68% of class A common stock (1)
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14.
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Type of Reporting Person (See Instructions)
HC
|
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(1) This percentage is calculated based on 174,355,341 shares
of class A common stock, par value $0.01, of the Issuer outstanding as of June 9, 2016.
CUSIP No.
|
G25353 107
|
1.
|
Names of Reporting Persons.
MSOR Participações S/A
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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)
AF
|
5.
|
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
|
Citizenship or Place of Organization
Brazil
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
11,986,343 – See Item 5
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
11,986,343 – See Item 5
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,811,250 shares of class A common stock – See Item 5
|
12.
|
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13.
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Percent of Class Represented by Amount in Row (11)
1.04% of class A common stock (1)
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14.
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Type of Reporting Person (See Instructions)
HC
|
|
|
|
|
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(1) This percentage is calculated based on 174,355,341 shares
of class A common stock, par value $0.01, of the Issuer outstanding as of June 9, 2016.
CUSIP No.
|
G25353 107
|
1.
|
Names of Reporting Persons.
Usina Bom Jesus S/A Açúcar e Álcool
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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)
AF
|
5.
|
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
Citizenship or Place of Organization
Brazil
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
11,986,343 – See Item 5
|
9.
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Sole Dispositive Power
0
|
10.
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Shared Dispositive Power
11,986,343 – See Item 5
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
255,000 shares of class A common stock – See Item 5
|
12.
|
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount in Row (11)
0.15% of class A common stock (1)
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14.
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Type of Reporting Person (See Instructions)
HC
|
|
|
|
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(1) This percentage is calculated based on 174,355,341 shares
of class A common stock, par value $0.01, of the Issuer outstanding as of June 9, 2016.
CUSIP No.
|
G25353 107
|
1.
|
Names of Reporting Persons.
Rio das Pedras Ações
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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)
AF
|
5.
|
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
Citizenship or Place of Organization
Brazil
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
11,986,343 – See Item 5
|
9.
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Sole Dispositive Power
0
|
10.
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Shared Dispositive Power
11,986,343 – See Item 5
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
25,000 shares of class A common stock – See Item 5
|
12.
|
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
Percent of Class Represented by Amount in Row (11)
0.01% of class A common stock (1)
|
14.
|
Type of Reporting Person (See Instructions)
HC
|
|
|
|
|
|
(1) This percentage is calculated based on 174,355,341 shares
of class A common stock, par value $0.01, of the Issuer outstanding as of June 9, 2016.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
Item 2 is amended by the addition of the
following:
FIA Rio das Pedras has been substituted
by Rio das Pedras Ações. Rio das Pedras Ações is an equities fund, the principal business of which
is investing in securities including those of Cosan Limited and its affiliates. The principal address of Rio das Pedras Ações
is Rua Cezira Giovanoni Moretti 955, 2nd floor, room 09, Piracicaba, SP, Brazil.
During the last five years, none of Rio
das Pedras Ações nor any of the persons listed on Schedule A-4 attached hereto, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject, to federal or state securities laws or finding any violation
with respect to such laws.
Rio das Pedras Ações is organized
under the laws of Brazil.
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. 4 to the Schedule 13D on March 10,
2015. This Amendment No. 5 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. 5 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. 4 to the Schedule 13D on March 10, 2015. 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. Queluz expects to engage in open market transactions through brokers within the next 30 days to acquire up to an
additional 2,000,000 Shares. In addition, on June 1, 2016, Queluz filed a Form 144 indicating its intention to sell up to 6,000,000
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 9,895,093 Shares, representing 5.68% 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) Rio das Pedras Ações
beneficially owns, and has shared power to vote or dispose of 25,000 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. 5 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. 4 to the Schedule 13D on March 10, 2015. 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.
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QUELUZ HOLDINGS LIMITED
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June 10, 2016
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Date
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/s/ Rubens Ometto Silveira Mello
/s/ Burkhard Otto Cordes
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Signature
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Rubens Ometto Silveira Mello
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Burkhard Otto Cordes
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MSOR PARTICIPAÇÕES S/A
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June 10, 2016
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Date
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/s/ Rubens Ometto Silveira Mello
/s/ Burkhard Otto Cordes
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Signature
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Rubens Ometto Silveira Mello
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Burkhard Otto Cordes
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USINA BOM JESUS S/A AÇÚCAR E ÁLCOOL
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June 10, 2016
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Date
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/s/ Rubens Ometto Silveira Mello
/s/ Burkhard Otto Cordes
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Signature
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Rubens Ometto Silveira Mello
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Burkhard Otto Cordes
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RIO DAS PEDRAS AÇÕES
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June 10, 2016
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Date
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/s/ Rubens Ometto Silveira Mello
/s/ Burkhard Otto Cordes
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Signature
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Rubens Ometto Silveira Mello
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Burkhard Otto Cordes
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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
Address
1
of Employer
|
Directors
|
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Rubens Ometto Silveira Mello
|
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Director and President
|
Burkhard Otto Cordes
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Director and Vice President
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Celso Renato Geraldin
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Director and Vice President
|
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Name
and Business Address
|
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Present
Principal Occupation Including Name and
Address
1
of Employer
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Executive Officers
(Who Are Not Directors)
|
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All Executive Officers are Directors.
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_______________________
1
Same address as
director’s or officer’s business address except where indicated.
SCHEDULE
A-2
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
Address
1
of Employer
|
Directors
|
|
|
Rubens Ometto Silveira Mello
|
|
Director and President
|
Burkhard Otto Cordes
|
|
Director and Vice President
|
Celso Renato Geraldin
|
|
Director and Executive Officer
|
|
|
|
|
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Name
and Business Address
|
|
Present
Principal Occupation Including Name and
Address
1
of Employer
|
Executive Officers
(Who Are Not Directors)
|
|
|
All Executive Officers are Directors.
|
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_______________________
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
Address
1
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
Address
1
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-4
CONTROLLING PERSONS, DIRECTORS AND
EXECUTIVE OFFICERS OF
RIO DAS PEDRAS AÇÕES
The name, business address, title, present principal occupation
or employment of each of the directors and executive officers of Rio das Pedras Ações (“
Rio das Pedras
”)
are set forth below. If no business address is given, the director’s or officer’s business address is Rua Cezira Giovanoni
Moretti 955, 2nd floor, room 09, 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
Address
1
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
Address
1
of Employer
|
Executive Officers
(Who Are Not Directors)
|
|
|
All Executive Officers are Directors.
|
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_______________________
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.
Trade
Date
|
Shares
Purchased (Sold)
|
Price
Per Share ($)
|
May 31st, 2016
|
19,900
|
5.394
|
June 1st, 2016
|
313,672
|
5.496
|
June 2nd, 2016
|
134,268
|
5.408
|
June 3rd, 2016
|
56,542
|
5.464
|
June 6th, 2016
|
66,861
|
5.987
|