Amended Statement of Beneficial Ownership (sc 13d/a)
May 05 2017 - 6:07AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under The Securities Exchange Act of 1934
(Amendment No. 7)*
BRF S.A.
(Name of Issuer)
Common shares, no par value per share, including in the form of American Depositary Shares
(Title of Class of Securities)
10552T107
1
(CUSIP Number)
Tarpon
Investimentos S.A.
Att.: Compliance Office
Avenida Brigadeiro Faria Lima, 3355
04538-133 São Paulo, SP Brazil
(55 11) 3074-5800
With a Copy to:
William Sorabella, Esq.
David Feirstein, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New
York, NY 10022
212-446-4800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 4, 2017
(Date of
Event which Requires Filing of this Statement)
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 sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Section 240.13d-7 for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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, as amended (the Exchange Act) or otherwise subject to the liabilities of that section of the Exchange Act but shall be
subject to all other provisions of the Exchange Act (however, see the Notes).
1
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CUSIP number is for the American Depositary Shares (ADSs) of BRF S.A., each representing one common share.
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CUISP No. 10552T107
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1.
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Names of
reporting persons
Tarpon Investimentos S.A.
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2.
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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.
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Source of funds (see
instructions):
OO
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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
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
69,485,935
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8.
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Shared voting power
0
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9.
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Sole dispositive power
69,485,935
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10.
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Shared dispositive power
0
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11.
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Aggregate amount beneficially owned by each reporting person
69,485,935
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12.
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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)
8.70%
2
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14.
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Type of reporting person (see
instructions)
HC
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2
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The percentages used herein are calculated based upon 799,005,245 Shares outstanding based on information disclosed by the Issuer.
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1.
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Names of
reporting persons
Tarpon Gestora de Recursos S.A.
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2.
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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.
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Source of funds (see instructions)
OO
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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
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
69,485,935
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8.
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Shared voting power
0
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9.
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Sole dispositive power
69,485,935
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10.
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Shared dispositive power
0
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11.
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Aggregate amount beneficially owned by each reporting person
69,485,935
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12.
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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)
8.70%
3
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14.
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Type of reporting person (see
instructions)
IA
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3
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The percentages used herein are calculated based upon 799,005,245 Shares outstanding based on information disclosed by the Issuer.
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3
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1.
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Names of
reporting persons
José Carlos Reis de Magalhães Neto
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2.
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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.
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Source of funds (see instructions)
OO
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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
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
69,485,935
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8.
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Shared voting power
0
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9.
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Sole dispositive power
69,485,935
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10.
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Shared dispositive power
0
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11.
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Aggregate amount beneficially owned by each reporting person
69,485,935
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12.
|
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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)
8.70%
4
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14.
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Type of reporting person (see
instructions)
IN
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4
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The percentages used herein are calculated based upon 799,005,245 Shares outstanding based on information disclosed by the Issuer.
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Item 1. Security and Issuer
This Amendment No. 7 to Schedule 13D (this Amendment No. 7) amends and supplements the statement on Schedule 13D (the
Original Schedule 13D), filed on March 13, 2013 (the Original Schedule 13D, as amended and supplemented by Amendment No. 1 filed on January 22, 2013, Amendment No. 2 filed on January 27, 2013, Amendment
No. 3 filed on March 3, 2014, Amendment No. 4 filed on March 26, 2014, Amendment No. 5 filed on March 2, 2016, Amendment No. 6, filed on April 12, 2017, and this Amendment No. 7, the Schedule
13D), relating to the common shares, no par value per share (Common Shares), including in the form of American Depositary Shares, (the ADSs), of BRF S.A. (the Issuer), a sociedade por ações
incorporated under laws of the Federative Republic of Brazil (Brazil). The address of the principal executive offices of the Issuer is 1400 R. Hungria, 5th Floor, Jd América; 01455000 São Paulo SP; Brazil.
Capitalized terms not defined in this Amendment No. 7 shall have the meanings ascribed to them in the Schedule 13D. Except as set forth
herein, the Schedule 13D is unmodified.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
In Amendment No. 1, the Reporting Persons described the Special Purpose Fund, a limited partnership which held certain Common Shares and
whose shares were included as shares beneficially owned by the Reporting Persons since its formation. On May 4, 2017, the Common Shares held by the Special Purpose Fund were distributed in kind to the limited partners of the Special Purpose
Fund, including certain of the Reporting Persons and other limited partners who are not associates or affiliates of the Reporting Persons, in connection with the dissolution of the Special Purpose Fund. This Amendment No. 7 is being filed to
update the ownership that the Reporting Persons have of the Common Shares following such distribution. In connection with such withdrawal and dissolution, on May 4, 2017, a fund managed by Tarpon Gestora de Recursos S.A. received an in-kind
distribution of an aggregate of 36,093 Shares.
Item 5. Interest in Securities of the Issuer.
Items 5 (a) and (b) of the Schedule 13D are hereby amended and supplemented by adding the following information:
(a, b) The percentages used herein are calculated based upon 799,005,245 Shares outstanding based on information disclosed by the Issuer.
TISA, as the holding company controlling Tarpon Gestora, may be deemed to be the beneficial owner of 69,485,935 Common Shares, representing
8.70% of the outstanding Common Shares.
Tarpon Gestora, as the sole investment advisor of the Funds, may be deemed to be the beneficial
owner of 69,485,935 Common Shares, representing 8.70% of the outstanding Common Shares.
Mr. Reis de Magalhães Neto, as the
sole portfolio manager of Tarpon Gestora registered with the CVM, may be deemed to be the beneficial owner of 69,485,935 Common Shares, representing 8.70% of the outstanding Common Shares.
The Reporting Persons do not own any Common Shares in the form of ADSs.
Each of the Reporting Persons has (1) the shared power to vote or direct the vote and (2) the shared power to dispose or direct the
disposition of all of the Common Shares that each party may be deemed to beneficially own. Each of the Reporting Persons disclaims any beneficial ownership in any of the Common Shares, except to the extent of their pecuniary interest therein.
5
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
The response to Item 4 is incorporated by reference herein.
6
Item 7. Material to Be Filed as Exhibits=
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Exhibit No.
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Title
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Exhibit 99.1:
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Joint Filing Agreement*
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7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth herein is true, complete and
correct.
Dated: May 4, 2017
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TARPON INVESTIMENTOS S.A.
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By:
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/s/ José Carlos Reis de Magalhães Neto
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Name: José Carlos Reis de Magalhães Neto
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Title: Executive Officer
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TARPON GESTORA DE RECURSOS S.A.
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By:
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/s/ José Carlos Reis de Magalhães Neto
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Name: José Carlos Reis de Magalhães Neto
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Title: Executive Officer
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JOSÉ CARLOS REIS DE MAGALHÃES NETO
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By:
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/s/ José Carlos Reis de Magalhães Neto
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8
Exhibit Index
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Exhibit No.
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Title
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Exhibit 99.1:
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Joint Filing Agreement*
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9
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