SC 13D/A 1 dp90228_sc13da-a7.htm FORM SC 13D/A

 

 

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

 

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

Cosan Limited

(Name of Issuer)

 

CLASS A COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

 

G25353 107

(CUSIP Number)

 

Mr. Rubens Ometto Silveira Mello

Av. Juscelino Kubitschek, 1327 – 4th floor

São Paulo, SP 04543-011, Brazil

(55)(11) 3897-9797

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

 

April 26, 2018

(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 §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o

 

*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.

G25353 107

1.

Names of Reporting Persons.
Queluz Holdings Limited

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x

(b) o

3.

SEC Use Only

4.

Source of Funds (See Instructions)

AF

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

6.

Citizenship or Place of Organization

British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.

Sole Voting Power

0

8.

Shared Voting Power

16,153,792 – See Item 5

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

16,153,792 – See Item 5

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

14,072,542 shares of class A common stock – See Item 5

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

o

13.

Percent of Class Represented by Amount in Row (11)

9.58% of class A common stock (1)

14.

Type of Reporting Person (See Instructions)

HC

 

(1) This percentage is calculated based on 146,867,137 shares of class A common stock, par value $0.01, of the Issuer outstanding as of March 31, 2018.

 

Page 1 of 12

 

CUSIP No.

G25353 107

1.

Names of Reporting Persons.
MSOR Participações S/A

2.

Check the Appropriate Box if a Member of a Group (See Instructions) 

(a) x

(b) o

3.

SEC Use Only

4.

Source of Funds (See Instructions)

AF

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

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

16,153,792 – See Item 5

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

16,153,792 – See Item 5

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,811,250 shares of class A common stock – See Item 5

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

o

13.

Percent of Class Represented by Amount in Row (11)

1.23% of class A common stock (1)

14.

Type of Reporting Person (See Instructions)

HC

 

(1) This percentage is calculated based on 146,867,137 shares of class A common stock, par value $0.01, of the Issuer outstanding as of March 31, 2018.

 

Page 2 of 12

 

CUSIP No.

G25353 107

1.

Names of Reporting Persons.
Usina Bom Jesus S/A Açúcar e Álcool 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x

(b) o

3.

SEC Use Only

4.

Source of Funds (See Instructions)

AF

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

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

16,153,792 – See Item 5

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

16,153,792 – See Item 5

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

255,000 shares of class A common stock – See Item 5

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

o

13.

Percent of Class Represented by Amount in Row (11)

0.17% of class A common stock (1)

14.

Type of Reporting Person (See Instructions)

HC

 

(1) This percentage is calculated based on 146,867,137 shares of class A common stock, par value $0.01, of the Issuer outstanding as of March 31, 2018.

 

Page 3 of 12

 

CUSIP No.

G25353 107

1.

Names of Reporting Persons.
Rio das Pedras Ações

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) x

(b) o

3.

SEC Use Only

4.

Source of Funds (See Instructions)

AF

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

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

16,153,792 – See Item 5

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

16,153,792 – See Item 5

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

15,000 shares of class A common stock – See Item 5

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

o

13.

Percent of Class Represented by Amount in Row (11)

0.01% of class A common stock (1)

14.

Type of Reporting Person (See Instructions)

HC

 

(1) This percentage is calculated based on 146,867,137 shares of class A common stock, par value $0.01, of the Issuer outstanding as of March 31, 2018.

 

Page 4 of 12

 

 

Item 1. Security and Issuer

 

No change.

 

Item 2. Identity and Background

 

No change.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Item 3 is amended and restated by the following:

 

Changes in beneficial ownership of the Shares covered by the Schedule 13D have occurred since the date of the filing of Amendment No. 6 to the Schedule 13D on October 21, 2016. This Amendment No. 6 to the Schedule 13D is being filed to disclose changes in the beneficial ownership of Shares by Mr. Rubens Ometto Silveira Mello. Transactions in the Shares effected by Queluz Holdings Limited (“Queluz”) on behalf of Mr. Mello, which were all conducted through brokers in the open market using cash on hand, are set forth on Schedule B and are incorporated herein by reference.

 

Item 4. Purpose of Transaction

 

Item 4 is amended by the addition of the following:

 

This Amendment No. 7 to the Schedule 13D is being filed to disclose changes in beneficial ownership of the Shares covered by the Schedule 13D that have occurred since the date of the filing of Amendment No. 6 to the Schedule 13D on October 21, 2016. Transactions in the Shares effected by Queluz on behalf of Mr. Mello, which were all conducted through brokers in the open market, are set forth on Schedule B and are incorporated herein by reference.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 is amended by the following:

 

(a) – (b) For the purpose of Rule 13d-3 promulgated under the Exchange Act:

 

(i) Queluz beneficially owns, and has shared power to vote or dispose of 14,072,542 Shares, representing 9.58% of the outstanding Shares of the Issuer;

 

(ii) MSOR beneficially owns, and has shared power to vote or dispose of 1,811,250 Shares, representing 1.23% of the outstanding Shares of the Issuer;

 

(iii) Bom Jesus beneficially owns, and has shared power to vote or dispose of 255,000 Shares, representing 0.17% of the outstanding Shares of the Issuer; and

 

(iv) Rio das Pedras Ações beneficially owns, and has shared power to vote or dispose of 15,000 Shares, representing 0.01% of the outstanding Shares of the Issuer.

 

Except as set forth in this Item 5(a), none of the Reporting Persons and, to the best of its knowledge, any persons named in Schedule A hereto owns beneficially any Shares.

 

(c) This Amendment No. 7 to the Schedule 13D is being filed to disclose changes in beneficial ownership of the Shares covered by the Schedule 13D that have occurred since the date of the filing of Amendment No. 6 to the Schedule 13D on October 21, 2016. Transactions in the Shares effected by Queluz on behalf of Mr. Mello, which were all conducted through brokers in the open market, are set forth on Schedule B and are incorporated herein by reference.

 

(d) Inapplicable.

 

(e) Inapplicable.

 

 

Page 5 of 12

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

On March 15, 2018, Mr. Mello entered into a 10b5-1 plan to to repurchase up to 5,000,000 Shares. The 10b5-1 plan is effective through September 30, 2018.

 

Item 7. Material to be Filed as Exhibits

 

No change.

 

Page 6 of 12

 

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.

 

  QUELUZ HOLDINGS LIMITED    
       
       
  April 30, 2018    
  Date    
       
  /s/ Rubens Ometto Silveira Mello   /s/ Burkhard Otto Cordes
  Signature    
  Rubens Ometto Silveira Mello    
  Burkhard Otto Cordes    
       
       
       
  MSOR PARTICIPAÇÕES S/A    
       
       
  April 30, 2018    
  Date    
       
  /s/ Rubens Ometto Silveira Mello   /s/ Burkhard Otto Cordes
  Signature    
  Rubens Ometto Silveira Mello    
  Burkhard Otto Cordes    
       
       
       
  USINA BOM JESUS S/A AÇÚCAR E ÁLCOOL    
       
       
  April 30, 2018    
  Date    
       
  /s/ Rubens Ometto Silveira Mello   /s/ Burkhard Otto Cordes
  Signature    
  Rubens Ometto Silveira Mello    
  Burkhard Otto Cordes    
       
       
       
  RIO DAS PEDRAS AÇÕES    
       
       
  April 30, 2018    
  Date    
       
  /s/ Rubens Ometto Silveira Mello   /s/ Burkhard Otto Cordes
  Signature    
  Rubens Ometto Silveira Mello    
  Burkhard Otto Cordes    

 

Page 7 of 12

 

SCHEDULE A-1

 

CONTROLLING PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF
QUELUZ HOLDINGS LIMITED

 

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Queluz Holdings Limited (“Queluz”) are set forth below. If no business address is given, the director’s or officer’s business address is Av. Brigadeiro Faria Lima, 4100 – 16th floor, São Paulo, SP 04538-132, Brazil. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Queluz. All of the persons listed below are citizens of Brazil.

 

Name and Business Address

Present Principal Occupation Including Name and
Address1 of Employer

Directors  
Rubens Ometto Silveira Mello Director and President
Burkhard Otto Cordes Director and Vice President
Celso Renato Geraldin Director and Vice President
   
   

Name and Business Address

Present Principal Occupation Including Name and
Address1 of Employer

Executive Officers
(Who Are Not Directors)
 
All Executive Officers are Directors.  
 

1 Same address as director’s or officer’s business address except where indicated.

 

Page 8 of 12

 

SCHEDULE A-2

 

CONTROLLING PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF MSOR PARTICIPAÇÕES S/A

 

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of MSOR Participações S/A (“MSOR”) are set forth below. If no business address is given, the director’s or officer’s business address is Av. Brigadeiro Faria Lima, 4100 – 16th floor, São Paulo, SP 04538-132, Brazil. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to MSOR. All of the persons listed below are citizens of Brazil.

 

Name and Business Address

Present Principal Occupation Including Name and
Address1 of Employer

Directors  
Rubens Ometto Silveira Mello Director and President
Burkhard Otto Cordes Director and Vice President
Celso Renato Geraldin Director and Executive Officer
   
   

Name and Business Address

Present Principal Occupation Including Name and
Address1 of Employer

Executive Officers
(Who Are Not Directors)
 
All Executive Officers are Directors.  
 

1 Same address as director’s or officer’s business address except where indicated.

 

Page 9 of 12

 

SCHEDULE A-3

 

CONTROLLING PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF
USINA BOM JESUS S/A AÇÚCAR E ÁLCOOL

 

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Usina Bom Jesus S/A Açúcar e Álcool (“Bom Jesus”) are set forth below. If no business address is given, the director’s or officer’s business address is Av. Brigadeiro Faria Lima, 4100 – 16th floor, São Paulo, SP 04538-132, Brazil. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Bom Jesus. All of the persons listed below are citizens of Brazil.

 

 

Name and Business Address

Present Principal Occupation Including Name and
Address1 of Employer

Directors  
Rubens Ometto Silveira Mello Director and President
Burkhard Otto Cordes Director and Executive Officer
Celso Renato Geraldin Director and Executive Officer
   
   

Name and Business Address

Present Principal Occupation Including Name and
Address1 of Employer

Executive Officers
(Who Are Not Directors)
 
All Executive Officers are Directors.  
 

1 Same address as director’s or officer’s business address except where indicated.

 

Page 10 of 12

 

SCHEDULE A-4

 

CONTROLLING PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF
RIO DAS PEDRAS AÇÕES

 

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Rio das Pedras Ações (“Rio das Pedras”) are set forth below. If no business address is given, the director’s or officer’s business address is Rua Cezira Giovanoni Moretti 955, 2nd floor, room 09, Piracicaba, SP, Brazil. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Rio das Pedras. All of the persons listed below are citizens of Brazil.

 

Name and Business Address

Present Principal Occupation Including Name and
Address1 of Employer

Directors  
Rubens Ometto Silveira Mello Director and President
Burkhard Otto Cordes Director and Executive Officer
Sylvio Klein Trompowsky Heck Director and Executive Officer
Celso Renato Geraldin Director and Executive Officer
   
   

Name and Business Address

Present Principal Occupation Including Name and
Address1 of Employer

Executive Officers
(Who Are Not Directors)
 
All Executive Officers are Directors.  
 

1 Same address as director’s or officer’s business address except where indicated.

 

Page 11 of 12

 

SCHEDULE B

 

TRANSACTIONS IN SHARES OF THE ISSUER EFFECTED DURING THE PAST SIXTY DAYS OR SINCE THE MOST RECENT FILING ON SCHEDULE 13D

 

This Schedule sets forth information with respect to each purchase and sale of Shares which were effectuated by a Reporting Person within the last sixty days. All transactions were effectuated in the open market through a broker.

 

Trade Date 

Shares Purchased (Sold) 

Price Per Share ($) 

March 29, 2018 90,010 10.3334
April 2, 2018 52,306 10.2260
April 3, 2018 67,068 10.2028
April 4, 2018 69,596 10.0453
April 5, 2018 118,816 10.6295
April 6, 2018 114,286 10.4977
April 9, 2018 121,072 10.5996
April 10, 2018 81,976 10.6020
April 11, 2018 85,074 10.7722
April 12, 2018 129,025 10.8141
April 13, 2018 48,880 10.4456
April 16, 2018 65,120 10.2650
April 17, 2018 66,351 10.3114
April 18, 2018 86,257 10.6067
April 19, 2018 53,257 10.4415
April 20, 2018 91,332 10.2242
April 23, 2018 65,448 9.9037
April 24, 2018 108,030 10.0360
April 25, 2018 77,513 9.9893
April 26, 2018 47,957 10.0864

 

 

Page 12 of 12