Amended Statement of Beneficial Ownership (sc 13d/a)
September 26 2016 - 3:49PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 13)*
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Cosan Limited
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(Name of Issuer)
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Class A Common Stock, par value $.01 per share
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(Title of Class of Securities)
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G25353107
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(CUSIP Number)
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Eduardo Soares
Gávea Investimentos Ltda.
Av Ataulfo de Paiva, 1100, 7˚ andar
Rio de Janeiro, RJ, 22440-35, Brazil
+55-21-3526-9937
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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September
22, 2016
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(Date of Event Which Requires Filing of This Statement)
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If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 7 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. G25343107
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SCHEDULE 13D/A
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Page
2
of 7 Pages
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1
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NAME OF REPORTING PERSON
GIF Venus, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman 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
7,524,519
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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
7,524,519
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,524,519
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
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14
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TYPE OF REPORTING PERSON
IV
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CUSIP No. G25343107
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SCHEDULE 13D/A
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Page
3
of 7 Pages
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1
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NAME OF REPORTING PERSON
Gávea Investimentos Ltda. (f/k/a 3F Administração
de Recursos Ltda.)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Brazil
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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
7,930,643
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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
7,930,643
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,930,643
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. G25343107
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SCHEDULE 13D/A
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Page
4
of 7 Pages
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1
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NAME OF REPORTING PERSON
Arminio Fraga Neto
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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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
7,930,643
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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
7,930,643
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,930,643
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. G25343107
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SCHEDULE 13D/A
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Page
5
of 7 Pages
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Item 1.
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SECURITY AND ISSUER
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This Amendment No. 13 amends
the statement on Schedule 13D filed on November 13, 2008 (the "Original Schedule 13D") as amended and restated by
Amendment No. 1 filed on January 18, 2011 ("Amendment No. 1"), Amendment No. 2 filed on April 7, 2011
("Amendment No. 2"), Amendment No. 3 filed on July 14, 2011 ("Amendment No. 3"), Amendment No. 4 filed
on January 23, 2013 ("Amendment No. 4"), Amendment No. 5 filed on April 11, 2013 ("Amendment No.
5"), Amendment No. 6 filed on May 15, 2013 ("Amendment No. 6), Amendment No. 7 filed on September 19, 2013
("Amendment No. 7"), Amendment No. 8 filed on December 4, 2013 ("Amendment No. 8"), Amendment No. 9
filed on June 2, 2016 ("Amendment No. 9"), Amendment No. 10 filed on June 8, 2016 ("Amendment No.
10"), and Amendment No. 11 filed on September 14, 2016 ("Amendment No. 11") and Amendment No. 12 filed on
September 22, 2016 (“Amendment No. 12” and the Original Schedule 13D as amended and restated by
Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7,
Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11 and Amendment No. 12, the "Schedule 13D"),
with respect to the Class A Common Stock, par value $.0.01 per share (the "Shares") of Cosan Limited, a Bermuda
exempted company (the "Issuer"). Capitalized terms used herein and not otherwise defined in this
Amendment have the meanings set forth in the Schedule 13D. This Amendment amends Item 5 as set forth
below. This Amendment is an exit filing for the Reporting Persons.
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Item 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Items 5(a), (b), (c) and (e) are hereby amended and restated as
follows:
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(a) See rows (11) and (13) of the cover pages hereto for the aggregate
number of Shares and percentage of Shares beneficially owned by each of the Reporting Persons. Percentages of the Shares outstanding
reported herein are calculated based upon the 168,358,839 Shares outstanding as of June 30, 2016 as disclosed in the Form 6-K filed
by the Issuer on September 15, 2016.
(b) See rows (7) through (10) of the cover pages hereto for the
number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power
to dispose or to direct the disposition.
(c) The transactions in the Shares since the filing of Amendment
No. 12 effected by Gávea on behalf of the Gávea Funds, which were all in the open market, are set forth on Schedule
A and are incorporated herein by reference.
(e) The Reporting Persons ceased to be the beneficial owner of more
than five percent of the Shares on September 23, 2016.
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CUSIP No. G25343107
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SCHEDULE 13D/A
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Page
6
of 7 Pages
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SIGNATURES
After reasonable inquiry and to the best
of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: September 26, 2016
GIF Venus, Ltd.
By: Gávea Wealth
Management Ltd., as Director
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/s/ Luiz Henrique Fraga
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Name: Luiz Henrique Fraga
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Title: Executive Officer
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Gávea Investimentos
Ltda.
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/s/ Luiz Henrique Fraga
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Name: Luiz Henrique Fraga
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Title: Executive Officer
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/s/ Arminio Fraga Neto
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ARMINIO FRAGA NETO
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CUSIP No. G25343107
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SCHEDULE 13D/A
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Page
7
of 7 Pages
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Schedule A
This
Schedule sets forth information with respect to each purchase and sale of Shares which were effectuated by a Reporting Person since
the filing of Amendment No. 12. All transactions were effectuated in the open market through a broker.
Gávea
Investimentos Ltda. on behalf of the Gávea Funds
Trade Date
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Shared Purchased (Sold)
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Price Per Share ($)
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9/22/2016
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(1,637,719)
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6.80
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9/22/2016
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(86,200)
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6.80
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9/23/2016
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(1,500,000)
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6.84
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9/23/2016
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(68,400)
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6.84
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