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
16,153,792 – See Item
5
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
16,153,792 – See Item
5
|
11.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
14,072,542 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)
9.58% of class A common stock (1)
|
14.
|
Type of Reporting Person
(See Instructions)
HC
|
(1) This percentage is calculated based on 146,867,137 shares of class A common stock, par value $0.01, of
the Issuer outstanding as of March 31, 2018.
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
16,153,792 – See Item 5
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
16,153,792 – 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)
1.23% of class A common stock (1)
|
14.
|
Type of Reporting Person
(See Instructions)
HC
|
(1) This percentage is calculated based on 146,867,137 shares of class A common stock, par value $0.01, of
the Issuer outstanding as of March 31, 2018.
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
16,153,792 – See Item 5
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
16,153,792 – 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)
0.17% of class A common stock (1)
|
14.
|
Type of Reporting Person
(See Instructions)
HC
|
(1) This percentage is calculated based on 146,867,137 shares of class A common stock, par value $0.01, of
the Issuer outstanding as of March 31, 2018.
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
16,153,792 – See Item 5
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
16,153,792 – 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 146,867,137 shares of class A common stock, par value $0.01, of
the Issuer outstanding as of March 31, 2018.
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. 6 to the Schedule 13D on October
21, 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. 7 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. 6 to the Schedule 13D on October 21, 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 14,072,542 Shares, representing 9.58% 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 1.23% 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 0.17% 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. 7 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. 6 to the Schedule 13D on October 21, 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
On March 15, 2018, Mr. Mello entered into
a 10b5-1 plan to to repurchase up to 5,000,000 Shares. The 10b5-1 plan is effective through September 30, 2018.
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
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2018
|
|
|
|
Date
|
|
|
|
|
|
|
|
/s/ Rubens Ometto Silveira Mello
|
|
/s/ Burkhard Otto Cordes
|
|
Signature
|
|
|
|
Rubens Ometto Silveira Mello
|
|
|
|
Burkhard Otto Cordes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MSOR PARTICIPAÇÕES S/A
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2018
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2018
|
|
|
|
Date
|
|
|
|
|
|
|
|
/s/ Rubens Ometto Silveira Mello
|
|
/s/ Burkhard Otto Cordes
|
|
Signature
|
|
|
|
Rubens Ometto Silveira Mello
|
|
|
|
Burkhard Otto Cordes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RIO DAS PEDRAS AÇÕES
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2018
|
|
|
|
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. Brigadeiro Faria
Lima, 4100 – 16th floor, São Paulo, SP 04538-132, 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. Brigadeiro
Faria Lima, 4100 – 16th floor, São Paulo, SP 04538-132, 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. Brigadeiro Faria Lima, 4100 – 16th floor, São Paulo, SP 04538-132, 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 ($)
|
March 29, 2018
|
90,010
|
10.3334
|
April 2, 2018
|
52,306
|
10.2260
|
April 3, 2018
|
67,068
|
10.2028
|
April 4, 2018
|
69,596
|
10.0453
|
April 5, 2018
|
118,816
|
10.6295
|
April 6, 2018
|
114,286
|
10.4977
|
April 9, 2018
|
121,072
|
10.5996
|
April 10, 2018
|
81,976
|
10.6020
|
April 11, 2018
|
85,074
|
10.7722
|
April 12, 2018
|
129,025
|
10.8141
|
April 13, 2018
|
48,880
|
10.4456
|
April 16, 2018
|
65,120
|
10.2650
|
April 17, 2018
|
66,351
|
10.3114
|
April 18, 2018
|
86,257
|
10.6067
|
April 19, 2018
|
53,257
|
10.4415
|
April 20, 2018
|
91,332
|
10.2242
|
April 23, 2018
|
65,448
|
9.9037
|
April 24, 2018
|
108,030
|
10.0360
|
April 25, 2018
|
77,513
|
9.9893
|
April 26, 2018
|
47,957
|
10.0864
|