1.
|
Names of Reporting Persons.
Queluz Holdings Limited
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
(a)
x
(b)
o
|
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)
o
|
6.
|
Citizenship or Place of Organization
British Virgin Islands
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
|
7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
14,514,418 – See Item
5
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
14,514,418 – See Item
5
|
11.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
12,433,168 shares of class
A common stock – See Item 5
|
12.
|
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
o
|
13.
|
Percent of Class Represented
by Amount in Row (11)
7.13% 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 October 10, 2016.
1.
|
Names of Reporting Persons.
MSOR Participações S/A
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
(a)
x
(b)
o
|
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)
o
|
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
14,514,418 – See Item
5
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
14,514,418 – 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)
o
|
13.
|
Percent of Class Represented
by Amount in Row (11)
1.04% 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 October 10, 2016.
1.
|
Names of Reporting Persons.
Usina Bom Jesus S/A Açúcar e Álcool
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
(a)
x
(b)
o
|
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)
o
|
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
14,514,418 – See Item
5
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
14,514,418 – See Item
5
|
11.
|
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)
o
|
13.
|
Percent of Class Represented
by Amount in Row (11)
0.15% 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 October 10, 2016.
1.
|
Names of Reporting Persons.
Rio das Pedras Ações
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
(a)
x
(b)
o
|
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)
o
|
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
14,514,418 – See Item
5
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
14,514,418 – See Item
5
|
11.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
15,000 shares of class A
common stock – See Item 5
|
12.
|
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
o
|
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 October 10, 2016.
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.
5 to the Schedule 13D on June 10, 2016. This Amendment No. 6 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. 6 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. 5 to the Schedule 13D on June 10, 2016. 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.
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 12,433,168 Shares, representing 7.13% 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 15,000 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. 6 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. 5 to the Schedule 13D on June 10, 2016. 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
|
|
|
|
|
|
|
|
|
|
|
|
October 21, 2016
|
|
|
|
Date
|
|
|
|
|
|
|
|
/s/ Rubens Ometto Silveira Mello
|
|
/s/ Burkhard Otto Cordes
|
|
Signature
|
|
|
|
Rubens Ometto Silveira Mello
|
|
|
|
Burkhard Otto Cordes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MSOR PARTICIPAÇÕES S/A
|
|
|
|
|
|
|
|
|
|
|
|
October 21, 2016
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
October 21, 2016
|
|
|
|
Date
|
|
|
|
|
|
|
|
/s/ Rubens Ometto Silveira Mello
|
|
/s/ Burkhard Otto Cordes
|
|
Signature
|
|
|
|
Rubens Ometto Silveira Mello
|
|
|
|
Burkhard Otto Cordes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RIO DAS PEDRAS AÇÕES
|
|
|
|
|
|
|
|
|
|
|
|
October 21, 2016
|
|
|
|
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
Address
1
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
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-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
|
|
|
|
|
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-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.
|
|
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 ($)
|
June 27, 2016
|
38,075
|
5.7791
|
September 26, 2016
|
213,236
|
6.8902
|
September 27, 2016
|
166,350
|
6.8945
|
September 28, 2016
|
251,625
|
7.0442
|
September 29, 2016
|
173,506
|
7.0743
|
September 30, 2016
|
162,782
|
7.1623
|
October 3, 2016
|
159,857
|
7.3111
|
October 4, 2016
|
219,474
|
7.3499
|
October 5, 2016
|
225,841
|
7.5288
|
October 6, 2016
|
319,025
|
7.8560
|
October 7, 2016
|
321,737
|
7.9877
|
October 10, 2016
|
186,617
|
7.9994
|
October 11, 2016
|
99,950
|
7.9483
|