0000902664-13-002278.txt : 20130515 0000902664-13-002278.hdr.sgml : 20130515 20130515172352 ACCESSION NUMBER: 0000902664-13-002278 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130515 DATE AS OF CHANGE: 20130515 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cosan Ltd. CENTRAL INDEX KEY: 0001402902 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83110 FILM NUMBER: 13848652 BUSINESS ADDRESS: STREET 1: AV. JUSCELINO KUBITSCHEK, 1327 - 4TH FL. STREET 2: VILA OLIMPIA CITY: SAO PAULO, SP STATE: D5 ZIP: 04543-000 BUSINESS PHONE: 55-11-3897-9797 MAIL ADDRESS: STREET 1: AV. JUSCELINO KUBITSCHEK, 1327 - 4TH FL. STREET 2: VILA OLIMPIA CITY: SAO PAULO, SP STATE: D5 ZIP: 04543-000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GAVEA INVESTIMENTOS LTDA CENTRAL INDEX KEY: 0001523705 IRS NUMBER: 000000000 STATE OF INCORPORATION: D5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: AV ATAULFO DE PAIVA STREET 2: 1100, 7 ANDAR RIO DE JANEIRO CITY: RJ STATE: D5 ZIP: 22440-35 BUSINESS PHONE: 55 21 3206 9000 MAIL ADDRESS: STREET 1: AV ATAULFO DE PAIVA STREET 2: 1100, 7 ANDAR RIO DE JANEIRO CITY: RJ STATE: D5 ZIP: 22440-35 SC 13D/A 1 p13-1290sc13da.htm COSAN LIMITED

  

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
 

Cosan Limited

(Name of Issuer)
 

 

Class A Common Stock, par value $.01 per share

(Title of Class of Securities)
 

G25353107

(CUSIP Number)
 
 

Eduardo Soares

Gávea Investimentos Ltda.

Av Ataulfo de Paiva, 1100, 7˚ andar

Rio de Janeiro, RJ, 22440-35, Brazil

+55-21-3206-9000

 

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

May 8, 2013

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 8 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's 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.

 

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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
CUSIP No. G25343107SCHEDULE 13D/APage 2 of 8 Pages

 

1

NAME OF REPORTING PERSON

GIF Venus, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

24,537,528

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

24,537,528

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

24,537,528

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.1%

14

TYPE OF REPORTING PERSON

IV

         

 

 

 

 
CUSIP No. G25343107SCHEDULE 13D/APage 3 of 8 Pages

 

1

NAME OF REPORTING PERSON

Gávea Investimentos Ltda. (f/k/a 3F Administração de Recursos Ltda.)

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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

25,925,095

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

25,925,095

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

25,925,095

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.9%

14

TYPE OF REPORTING PERSON

OO

         

 

 

 

 

 
CUSIP No. G25343107SCHEDULE 13D/APage 4 of 8 Pages

 

1

NAME OF REPORTING PERSON

Arminio Fraga Neto

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

25,925,095

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

25,925,095

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

25,925,095

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.9%

14

TYPE OF REPORTING PERSON

IN

         

 

 

 

 
CUSIP No. G25343107SCHEDULE 13D/APage 5 of 8 Pages

 

 

Item 1. SECURITY AND ISSUER
   
  This Amendment No. 6 amends the statement on Schedule 13D filed on November 13, 2008 (the "Original Schedule 13D") as amended and restated by Amendment No. 1 filed on January 18, 2011 ("Amendment No. 1"), Amendment No. 2 filed on April 7, 2011 ("Amendment No. 2"), Amendment No. 3 filed on July 14, 2011 ("Amendment No. 3"), Amendment No. 4 filed on January 23, 2013 ("Amendment No. 4") and Amendment No. 5 filed on April 11, 2013 ("Amendment No. 5", and the Original Schedule 13D as amended and restated by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and hereby, the "Schedule 13D"), with respect to the Class A Common Stock, par value $.0.01 per share (the "Shares") of Cosan Limited, a Bermuda exempted company (the "Issuer").  Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13D.  This Amendment amends Items 4 and 5 as set forth below.  

 

Item 4. PURPOSE OF TRANSACTION
 

 

Item 4 is hereby amended by the addition of the following:

 

 

On May 6, 2013, GIF Venus Ltd., a Gávea Fund, filed a Form 144 indicating its intention to sell up to 310,000 Shares.

 

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
 

 

Items 5(a), (b) and (c) are hereby amended and restated as follows:

 

 

(a) See rows (11) and (13) of the cover pages hereto for the aggregate number of Shares and percentage of Shares beneficially owned by each of the Reporting Persons. Percentages of the Shares outstanding reported herein are calculated based upon the 174,355,341 Shares outstanding as of March 31, 2012 as disclosed in the Form 20-F/A, filed by the Issuer on April 1, 2013.

 

(b) See rows (7) through (10) of the cover pages hereto for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

 

(c) The transactions in the Shares since the filing of Amendment No. 5 effected by Gávea on behalf of the Gávea Funds, which were all in the open market, are set forth on Schedule A and are incorporated herein by reference.

 

 

 
CUSIP No. G25343107SCHEDULE 13D/APage 6 of 8 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: May 15, 2013

 

GIF Venus, Ltd.

By: Gávea Wealth Management Ltd., as Director

  
   
/s/ Luiz Henrique Fraga   
Name: Luiz Henrique Fraga   
Title: Executive Officer  
   
   

Gávea Investimentos Ltda.

 

  
/s/ Luiz Henrique Fraga   
Name: Luiz Henrique Fraga   
Title: Executive Officer  
   
   
/s/ Arminio Fraga Neto  
ARMINIO FRAGA NETO  
   
   
   

 

 

 
CUSIP No. G25343107SCHEDULE 13D/APage 7 of 8 Pages

 

Schedule A

 

This Schedule sets forth information with respect to each purchase and sale of Shares which were effectuated by a Reporting Person since the filing of Amendment No. 5. All transactions were effectuated in the open market through a broker.

Gávea Investimentos Ltda. on behalf of the Gávea funds

 

Trade Date Shared Purchased (Sold) Price Per Share ($)
04/11/2013 (110,800) 19.61
04/12/2013 (29,500) 19.21
04/16/2013 (44,400) 19.22
04/17/2013 (10,000) 19.05
04/22/2013 (171,000) 19.31
04/23/2013 (217,200) 19.65
04/24/2013 (175,000) 20.23
04/26/2013 (130,000) 20.25
04/26/2013 (45,000) 20.30
04/29/2013 (30,000) 20.33
04/29/2013 (100,000) 20.35
04/30/2013 (150,000) 20.72
04/30/2013 (200,000) 20.77
05/01/2013 (50,000) 20.31
05/02/2013 (150,000) 20.57
05/03/2013 (75,000) 20.74
05/07/2013 (117,800) 20.70
05/08/2013 (650) 20.57
 
CUSIP No. G25343107SCHEDULE 13D/APage 8 of 8 Pages

 

05/08/12 (19,350) 20.56
05/08/13 (91,661) 20.61
05/09/13 (33,906) 20.53
05/10/13 (66,000) 20.20
05/14/13 (29,000) 20.29