This Amendment No. 7 to Schedule 13D (“
Amendment No. 7
”) is being filed by the undersigned, pursuant to §240.13d-2(a), to amend and supplement the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 29, 2014 (the “
Original Schedule 13D
”)
, as amended and supplemented by Amendment No.1 filed on March 04, 2014, Amendment No. 2 filed on March 26, 2014, Amendment No. 3 filed on March 3,
2016, Amendment No. 4 filed on July 15, 2016, Amendment No. 5 filed on April 12, 2017, and Amendment No. 6 filed on May 4, 2017 (the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5,
and Amendment No. 6 collectively, the “
Schedule 13D
”) with respect to
the Common Shares, no par value per share, (the “
Shares
”), including in the form of American Depositary Shares (“
ADS
”), of BRF S.A. (the “
Issuer
”),
a foreign private issuer, as defined in Rule 3b-4 of the Act,
whose principal executive offices are located at 1400 R. Hungria, 5th Floor, Jd América; 01455000; São Paulo – SP, Brazil.
Capitalized terms not defined in this Amendment No. 7 shall have the meaning ascribed to them in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a-c,f)
This Schedule 13D
is filed by each of
GIC Private Limited (“
GIC
”) and Fireflies LLC (“
Fireflies
” and, together with GIC,
the “
Reporting Persons
” or each,
a “
Reporting Person
”
)
. GIC is a global investment management company established in 1981 under the Singapore Companies Act to manage the Government of Singapore’s foreign reserves. GIC is a private company limited by shares organized under the laws of the Republic of Singapore. Fireflies is an investment holding company organized under the laws of the State of Delaware to undertake and transact in all kinds of investments. The principal business address for GIC is 168, Robinson Road, #37-01 Singapore 068912. The principal business address for Fireflies is One Bush Street Suite 1100 San Francisco CA 94104 USA
.
The following are each of the executive officers and directors of GIC and their respective address, occupation and citizenship:
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SCHEDULE 13D
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Page 6 of 9 Pages
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(d)
Each Reporting
Person
and, to the best of its knowledge, each
executive officer and director
of the Reporting Person
has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
.
(e)
Each Reporting Person
and, to the best of its knowledge, each
executive officer and director
of the Reporting Person
has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:
G
IC is a fund manager and manages the reserves of the Government of Singapore (“GoS”). As part of GIC’s public portfolio investments, a total of R$ 8,395,447.43 was paid to acquire a total of 175,890 Shares, as identified in Exhibit I to this Amendment No. 7
.
Item 4.
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Purpose of Transaction
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Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
The response to Item 3 is incorporated by reference herein.
Item 5.
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Interest in Securities of the Issuer
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Items 5(a), (b) and (c) of the Schedule 13D is hereby amended and supplemented by adding the following information:
(a, b) The aggregate number of Shares, including those held in the form of ADS, and the percentage of total outstanding Shares beneficially owned by each Reporting Person as of November 22, 2017 is set forth below:
Reporting Person
|
Number of Shares
Beneficially Owned
1
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Percentage of
Outstanding Shares
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Number of
Outstanding Shares
2
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GIC
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45,158,725
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5.57%
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811,139,545
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Fireflies
|
19,971,869
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2.46%
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811,139,545
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SCHEDULE 13D
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Page 7 of 9 Pages
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1.
Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any securities managed on behalf of GoS. As such, GIC has the sole power to vote and power to dispose of the 18,332,078 Shares (including in the form of ADS) beneficially owned by it. GIC shares the power to vote and dispose of 6,854,778 Shares (including in the form of ADS) beneficially owned by it with the Monetary Authority of Singapore (“MAS”). GIC and Fireflies share the power to vote and dispose of 19,971,869 Shares directly owned by Fireflies. GIC, GoS, MAS and Fireflies disclaim membership in a group.
2.
The percentages used herein are calculated based upon 811,139,545 Shares outstanding (excluding 1,333,701 treasury shares) as of September 30, 2017, based on information disclosed by the Issuer in its Form 6-K filed on SEC on November 13, 2017.
(c) T
he trading dates, number of Shares or ADS acquired and disposed of, price per Share or ADS, and how the transactions were effected for any other transactions in the Shares or ADS by the Reporting Persons in the past sixty days is set forth in Exhibit I
.
Item 7.
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Material to be Filed as Exhibits.
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Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following information:
Exhibit I: Schedule of Transactions, in response to Item 5(c)
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SCHEDULE 13D
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Page 8 of 9 Pages
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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.
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GIC PRIVATE LIMITED
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By:
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/s/ Celine Loh
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Name:
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Celine Loh
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Title:
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Senior Vice President
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By:
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/s/ Jimmy Teo Poh Leong
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Name:
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Jimmy Teo Poh Leong
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Title:
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Senior Vice President
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FIREFLIES LLC
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By:
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/s/ R. Eric Wilmes
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Name:
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R. Eric Wilmes
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Title:
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Manager
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November 27, 2017
Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).
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SCHEDULE 13D
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Page 9 of 9 Pages
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SCHEDULE OF TRANSACTIONS
The following transactions were effected by GIC in the open market through a broker.
Trade Date
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ADR or Shares
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Buy / Sell
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Quantity
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Price per Share
(in USD)
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13/10/17
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BRF SA-ADR
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SELL
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(37,063)
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$ 14.773808
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16/10/17
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BRF SA-ADR
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SELL
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(53,248)
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$ 14.338695
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17/10/17
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BRF SA-ADR
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SELL
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(39,974)
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$ 13.946753
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18/10/17
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BRF SA-ADR
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SELL
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(17,351)
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$ 14.19927
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14/11/17
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BRF SA-ADR
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SELL
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(3,101)
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$ 12.85801
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16/11/17
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BRF SA-ADR
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SELL
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(47,691)
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$ 12.844625
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16/11/17
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BRF SA-ADR
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SELL
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(221,905)
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$ 12.845694
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16/11/17
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BRF SA-ADR
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SELL
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(57,331)
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$ 12.845694
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17/11/17
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BRF SA-ADR
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SELL
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(177,233)
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$ 12.959862
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21/11/17
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BRF SA-ADR
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SELL
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(18,880)
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$ 13.077227
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21/11/17
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BRF SA-ADR
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SELL
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(7,468)
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$ 13.077227
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21/11/17
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BRF SA-ADR
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SELL
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(191,804)
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$ 13.07284194
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21/11/17
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BRF SA-ADR
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SELL
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(74,796)
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$ 13.07284194
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22/11/17
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BRF SA-ADR
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SELL
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(229,071)
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$ 12.740053
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22/11/17
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BRF SA-ADR
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SELL
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(89,329)
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$ 12.740053
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Trade Date
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ADR or Shares
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Buy / Sell
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Quantity
|
Price per Share
(in BRL)
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29/09/17
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BRF SA
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BUY
|
5,704
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R$ 45.719292
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04/10/17
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BRF SA
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BUY
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165,000
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R$ 47.8523
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18/10/17
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BRF SA
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SELL
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(24,792)
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R$ 45.165278
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31/10/17
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BRF SA
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BUY
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5,186
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R$ 43.987917
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14/11/17
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BRF SA
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SELL
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(821)
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R$ 42.550548
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16/11/17
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BRF SA
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SELL
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(126,182)
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R$ 42.12279697
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16/11/17
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BRF SA
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SELL
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(22,951)
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R$ 42.12279697
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17/11/17
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BRF SA
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SELL
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(60,581)
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R$ 42.19581
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17/11/17
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BRF SA
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SELL
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(11,019)
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R$ 42.19581
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21/11/17
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BRF SA
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SELL
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(154,548)
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R$ 42.614305
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21/11/17
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BRF SA
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SELL
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(50,416)
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R$ 42.614305
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