Securities Registration (ads, Immediate) (f-6ef)

As filed with the United States Securities and Exchange Commission on February 23, 2017

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY

AMERICAN DEPOSITARY RECEIPTS

CIELO S.A.

(Exact name of issuer of deposited securities as specified in its charter)

n/a

(Translation of issuer’s name into English)

FEDERATIVE REPUBLIC OF BRAZIL

(Jurisdiction of incorporation or organization of issuer)

DEUTSCHE BANK TRUST COMPANY AMERICAS

(Exact name of depositary as specified in its charter )

60 Wall Street

New York, New York 10005

(212) 250-9100

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

Law Debenture Corporate Services Inc.

801 Second Avenue, Suite 403

New York, NY 10017

(212) 750-6474

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Deutsche Bank Trust Company Americas

60 Wall Street

New York, New York 10005

(212) 250-9100

It is proposed that this filing become effective under Rule 466

x immediately upon filing o on (Date) at (Time)

If a separate registration statement has been filed to register the deposited shares, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Price Per Unit*	Proposed Maximum Aggregate Offering Price**	Amount of Registration Fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one common share of Cielo S.A.	100,000,000	$0.05	$5,000,000	$579.50

*	Each unit represents one American Depositary Share.

**	Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of receipts evidencing American Depositary Shares.

This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

PART I

INFORMATION REQUIRED IN PROSPECTUS

PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt filed as Exhibit (a)(2) to this Registration Statement and incorporated herein by reference.

Item 1.

DESCRIPTION OF SECURITIES TO BE REGISTERED

CROSS REFERENCE SHEET

Item Number and Caption			Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus

1.	Name of depositary and address of its principal executive office		Face of Receipt

2.	Title of Receipts and identity of deposited securities		Face of Receipt, Top center

Terms of Deposit:

	(i)	The amount of deposited securities represented by one American Depositary Share	Face of Receipt, Upper right corner

	(ii)	The procedure for voting, if any, the deposited securities	Articles (15), (16) and (19)

	(iii)	The collection and distribution of dividends	Articles (2), (10), (14), (15), (17) and (22)

	(iv)	The transmission of notices, reports and proxy soliciting material	Articles (13), (15), (16), (20), (21), (22) and (24)

	(v)	The sale or exercise of rights	Articles (10), (14) and (16)

	(vi)	The deposit or sale of securities resulting from dividends, splits or plans of reorganization	Articles (3), (4), (7), (10) and (17)

	(vii)	Amendment, extension or termination of the deposit arrangements	Articles (21) and (22) (no provision for extensions)

	(viii)	Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts	Article (13)

	(ix)	Restrictions upon the right to deposit or withdraw the underlying securities	Articles (2), (3), (4), (7), (8), (9) and (10)

	(x)	Limitation upon the liability of the depositary	Articles (7), (19) and (20)

3.	Fees and charges which may be imposed directly or indirectly against holders of Receipts		Articles (7) and (10)


I tem 2. AVAILABLE INFORMATION				Article (13)

(a) As set forth in Article (13) of the Form of Receipt constituting the prospectus included herein, Cielo S.A. publishes and agrees to continue publishing the information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web site (http://cielo.riweb.com.br/Default.aspx?linguagem=en) or through an electronic information delivery system generally available to the public in its primary trading market.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.

EXHIBITS

(a)(1)

Form of Deposit Agreement among Cielo S.A., as Issuer, Deutsche Bank Trust Company Americas, as Depositary, and all Holders and Beneficial Owners of ADSs evidenced by ADRs issued thereunder. Previously filed as Exhibit (a)(1) to Registration Statement 333-164911 and incorporated herein by reference.

(a)(2)

Form of American Depositary Receipt. Filed herewith as Exhibit (a)(2).

(b)	Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. – Not Applicable.

(c)	Every material contract relating to the deposited securities between the Depositary and the Company in effect at any time within the last three years. – Not Applicable.

(d)	Opinion of counsel to the Depositary as to the legality of the securities being registered. – Filed herewith as Exhibit (d).

(e)	Certification under Rule 466. – Filed herewith as Exhibit (e).

(f)	Powers of Attorney for certain officers and directors and the authorized representative of the Company. – Set forth on the signature pages hereto.

Item 4.

UNDERTAKINGS

(a)

The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities and (2) made generally available to the holders of the underlying securities by the issuer.

(b)

If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt 30 days before any change in the fee schedule.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, by and among Cielo S.A., Deutsche Bank Trust Company Americas, as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on February 23, 2017.

	Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing one common share of Cielo S.A. Deutsche Bank Trust Company Americas, solely in its capacity as Depositary

	By:	/s/ Michael Fitzpatrick
	Name:	Michael Fitzpatrick
	Title:	Vice President

	By:	/s/ Michael Curran
	Name:	Michael Curran
	Title:	Vice President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Cielo S.A. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this registration statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Barueri, State of São Paulo, Federative Republic of Brazil, on February 23, 2017.

	Cielo S.A.

	By:	/s/ Eduardo Campozana Gouveia
	Name:	Eduardo Campozana Gouveia
	Title:	Chief Executive Officer

	By:	/s/ Clovis Poggetti Junior
	Name:	Clovis Poggetti Junior
	Title:	Chief Financial Officer

POWERS OF ATTORNEY

Know all persons by these presents that each person whose signature appears below constitutes and appoints Eduardo Campozana Gouveia and Clovis Poggetti Junior, jointly and severally, his or her true lawful attorneys-in-fact and agents with full and several power of substitution and resubstitution for and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments and supplements to this registration statement and any registration statements pursuant to Rule 462(b) under the Securities Act of 1933, as amended, relating thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form F-6 has been signed by the following persons in the capacities indicated on February 23, 2017.

Signatures		Capacity

/s/ Marcelo Augusto Dutra Labuto		Chairman of the Board of Directors
Marcelo Augusto Dutra Labuto

/s/ Eduardo Campozana Gouveia		Chief Executive Officer
Eduardo Campozana Gouveia

/s/ Marcelo Araújo Noronha		Vice Chairman of the Board of Directors
Marcelo Araújo Noronha

		Director
Alexandre Rapapport

		Director
Antônio Maurício Maurano

/s/ Cesario Narihito Nakamura		Director
Cesario Narihito Nakamura

/s/ Francisco da Costa e Silva		Director
Francisco da Costa e Silva

/s/ Gilberto Mifano		Director
Gilberto Mifano

/s/ José Maurício Pereira Coelho		Director
José Maurício Pereira Coelho

/s/ Milton Almicar Silva Vargas		Director
Milton Almicar Silva Vargas

/s/ Rogério Magno Panca		Director
Rogério Magno Panca


/s/ Rômulo de Mello Dias		Director
Rômulo de Mello Dias

/s/ Clovis Poggetti Junior		Chief Financial Officer
Clovis Poggetti Junior

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Cielo S.A., has signed this Registration Statement in New York, New York, on February 23, 2017.

	Authorized U.S. Representative Law Debenture Corporate Services Inc., as Authorized U.S. Representative

	By:	/s/ Diana Arias
	Name:	Diana Arias
	Title:	Senior Manager