SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Schroder Soren

(Last)

(First)

(Middle)

C/O BUNGE LIMITED

50 MAIN STREET, 6TH FLOOR

(Street)

WHITE PLAINS

10606

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/24/2013

3. Issuer Name and Ticker or Trading Symbol
Bunge LTD [ BG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	55,039	D
Common Stock	2,250	I	By Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	02/24/2016	Common Stock	3,333	$57.01	D
Stock Option (Right to Buy)	⁽³⁾	02/27/2017	Common Stock	4,300	$80.06	D
Stock Option (Right to Buy)	⁽⁴⁾	02/28/2018	Common Stock	4,350	$110.745	D
Stock Option (Right to Buy)	⁽⁵⁾	03/13/2019	Common Stock	4,500	$51.61	D
Stock Option (Right to Buy)	⁽⁶⁾	03/03/2020	Common Stock	25,000	$61.6	D
Stock Option (Right to Buy)	⁽⁷⁾	03/02/2021	Common Stock	30,000	$71.2	D
Stock Option (Right to Buy)	⁽⁸⁾	02/28/2022	Common Stock	37,500	$67.63	D
Stock Option (Right to Buy)	⁽⁹⁾	03/04/2023	Common Stock	38,175	$74.33	D

Explanation of Responses:

1. Includes an award of 26,907 restricted stock units that were granted to the insider on March 5, 2013. One restricted stock unit is convertible into one share of BG common stock. The restricted stock units fully vest on March 5, 2016.

2. This option became exercisable in three equal annual installments beginning on February 24, 2007.

3. This option became exercisable in three equal annual installments beginning on February 27, 2008.

4. This option became exercisable in three equal annual installments beginning on February 28, 2009.

5. This option became exercisable in three equal annual installments beginning on March 13, 2010.

6. This option became exercisable in three equal annual installments beginning on March 3, 2011.

7. This option is exercisable in three equal installments beginning on March 2, 2012.

8. This option is exercisable in three equal installments beginning on February 28, 2013.

9. This option is exercisable in three equal installments beginning on March 5, 2014.

	/s/ John Tropeano, Attorney-in-Fact	05/30/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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