o | Rule 13d-1(b) |
þ | Rule 13d-1(c) |
o | Rule 13d-1(d) |
CUSIP No.
|
|
05967A107
|
|
1
|
NAMES OF REPORTING PERSONS
Qatar Holding LLC
|
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a) o
|
|
|
(b) þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Qatar
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
|
NUMBER OF
|
|
|
196,461,770
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
|
0
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
|
PERSON
|
|
|
196,461,770
|
|
|
|
|
WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
0 |
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
196,461,770
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
o
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
5.17%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
Item 1(a).
|
|
Name of Issuer:
|
|
|
|
|
|
Banco Santander (Brasil) S.A.
|
|
|
|
Item 1(b).
|
|
Address of Issuer’s Principal Executive Offices:
|
|
|
|
|
|
Banco Santander (Brasil) S.A.
Avenida Presidente Juscelino Kubitschek, 2041 and 2235 – Bloco A
Vila Olimpia
São Paulo, SP 04543-011
Federative Republic of Brazil
|
|
|
|
Item 2(a).
|
|
Name of Person Filing:
|
|
|
|
|
|
Qatar Holding LLC
|
|
|
|
Item 2(b).
|
|
Address of Principal Business Office or, if none, Residence:
|
|
|
|
|
|
Q-Tel Tower, 8th Floor, Diplomatic Area Street, West Bay, P.O. Box 23224, Doha, State of Qatar
|
|
|
|
Item 2(c).
|
|
Citizenship:
|
|
|
|
|
|
Qatar
|
|
|
|
Item 2(d).
|
|
Title of Class of Securities:
|
|
|
|
|
|
American Depositary Shares, each representing 55 common shares and
50 preferred shares of the Issuer
|
|
|
|
Item 2(e).
|
|
CUSIP Number:
|
|
|
|
|
|
05967A107
|
|
|
|
Item 3.
|
|
If this statement is filed pursuant to §§ 240.13d—1(b) or 240.13d—2(b) or (c), check whether the person filing is a:
|
|
|
|
|
|
Not applicable. This Schedule 13G is filed pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934 (the “Exchange Act”).
|
|
|
|
Item 4.
|
|
Ownership.
|
|
|
|
|
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
|
(a)
|
Amount beneficially owned:
|
|
|
|
|
|
196,461,770
|
|
|
|
|
(b)
|
Percent of class: 5.17%
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
|
|
|
|
|
|
196,461,770
|
|
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
|
|
|
|
|
|
196,461,770
|
|
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
|
|
|
|
|
|
0
|
This report is being filed by Qatar Holding LLC on behalf of itself and its parent, Qatar Investment Authority, which may be deemed a beneficial owner of the 196,461,770 American Depositary Shares of the issuer beneficially owned by its wholly owned subsidiary, Qatar Holding LLC. Qatar Holding LLC received 190,030,195 shares from Banco Santander, S.A. pursuant to the mandatory exchange on October 29, 2013 of exchangeable bonds issued by Banco Santander to Qatar Holding Luxembourg II S.a r.l., a wholly owned subsidiary of Qatar Holding LLC and an indirect wholly owned subsidiary of Qatar Investment Authority.
|
||
Item 5.
|
|
Ownership of Five Percent or Less of a Class.
|
|
|
|
|
|
Not Applicable.
|
|
|
|
Item 6.
|
|
Ownership of More than Five Percent on Behalf of Another Person.
|
|
|
|
|
|
Not Applicable.
|
|
|
|
Item 7.
|
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
|
|
|
|
|
Not Applicable
|
|
|
|
Item 8.
|
|
Identification and Classification of Members of the Group.
|
|
|
|
|
|
Not Applicable.
|
|
|
|
Item 9.
|
|
Notice of Dissolution of Group.
|
|
|
|
|
|
Not Applicable.
|
Item 10.
|
|
Certifications.
|
|
QATAR HOLDING LLC
|
||
|
|
|
|
|
By:
|
|
/s/ Dr.Tariq Alsabbagh
|
|
|
Name:
|
Dr.Tariq Alsabbagh
|
|
|
Title:
|
Acting Director, Legal Department
|
|
|
|
General Counsel
|