Estre Ambiental, Inc.
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(Name of Issuer)
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Ordinary Shares, $0.0001 par value per share
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(Title of Class of Securities)
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G3206V100
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(CUSIP Number)
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BTG Pactual G7 Holding S.A.
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Praia de Botafogo, 501
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5th Floor
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Rio de Janeiro
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22250-040 RJ
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Brazil
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Tel: (11) 3383-2000)
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Copy to:
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Daniel I. Ganitsky, Esq.
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Daniel L. Forman, Esq.
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Proskauer Rose LLP
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Eleven Times Square
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New York, New York 10036
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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May 31, 2019
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No. G3206V100
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1
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Names of Reporting Persons.
BTG Pactual G7 Holding S.A. |
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☐
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO |
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of Organization
Brazil |
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Number of
Shares Beneficially Owned by Each Reporting Person With |
7
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Sole Voting Power
0 |
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8
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Shared Voting Power
0 |
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9
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Sole Dispositive Power
0 |
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10
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Shared Dispositive Power
0 |
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13
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Percent of Class Represented by Amount in Row (11)
0% |
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14
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Type of Reporting Person (See Instructions)
OO |
CUSIP No. G3206V100
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1
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Names of Reporting Persons.
BTG Pactual Holding S.A. |
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☐
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO |
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of Organization
Brazil |
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Number of
Shares Beneficially Owned by Each Reporting Person With |
7
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Sole Voting Power
0 |
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8
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Shared Voting Power
0 |
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9
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Sole Dispositive Power
0 |
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10
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Shared Dispositive Power
0 |
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
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13
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Percent of Class Represented by Amount in Row (11)
0% |
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14
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Type of Reporting Person (See Instructions)
OO |
CUSIP No. G3206V100
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||||
1
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Names of Reporting Persons.
Banco BTG Pactual S.A. |
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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||
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(b)
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☐
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO |
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
|||
6
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Citizenship or Place of Organization
Brazil |
|||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7
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Sole Voting Power
0 |
||
8
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Shared Voting Power
0 |
|||
9
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Sole Dispositive Power
0 |
|||
10
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Shared Dispositive Power
0 |
|||
11
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
|||
12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
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13
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Percent of Class Represented by Amount in Row (11)
0% |
|||
14
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Type of Reporting Person (See Instructions)
OO |
CUSIP No. G3206V100
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||||
1
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Names of Reporting Persons.
BTG Pactual Gestora de Recursos Ltda. |
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☐
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3
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SEC Use Only
|
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4
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Source of Funds (See Instructions)
OO |
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
|||
6
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Citizenship or Place of Organization
Brazil |
|||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7
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Sole Voting Power
0 |
||
8
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Shared Voting Power
0 |
|||
9
|
Sole Dispositive Power
0 |
|||
10
|
Shared Dispositive Power
0 |
|||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
|||
12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
|||
13
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Percent of Class Represented by Amount in Row (11)
0% |
|||
14
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Type of Reporting Person (See Instructions)
OO |
CUSIP No. G3206V100
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||||
1
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Names of Reporting Persons.
BTG Pactual Principal Investments Fundo de Investimento em Participações |
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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||
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(b)
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☐
|
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3
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SEC Use Only
|
|||
4
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Source of Funds (See Instructions)
OO |
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
|||
6
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Citizenship or Place of Organization
Brazil |
|||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7
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Sole Voting Power
0 |
||
8
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Shared Voting Power
0 |
|||
9
|
Sole Dispositive Power
0 |
|||
10
|
Shared Dispositive Power
0 |
|||
11
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
|||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
|||
13
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Percent of Class Represented by Amount in Row (11)
0% |
|||
14
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Type of Reporting Person (See Instructions)
OO |
CUSIP No. G3206V100
|
||||
1
|
Names of Reporting Persons.
Fundo de Investimento em Participações Turquesa —Multiestratégia Investimento no Exterior |
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
|
|||
(a)
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☐
|
|||
(b)
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☐
|
|||
3
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SEC Use Only
|
|||
4
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Source of Funds (See Instructions)
OO |
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
|||
6
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Citizenship or Place of Organization
Brazil |
|||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7
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Sole Voting Power
0 |
||
8
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Shared Voting Power
0 |
|||
9
|
Sole Dispositive Power
0 |
|||
10
|
Shared Dispositive Power
0 |
|||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
|||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
|||
13
|
Percent of Class Represented by Amount in Row (11)
0% |
|||
14
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Type of Reporting Person (See Instructions)
OO |
CUSIP No. G3206V100
|
||||
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1
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Names of Reporting Persons.
Fundo de Investimento Multimercado Crédito Privado LS Investimento no Exterior |
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
|
||
|
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(a)
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☐
|
|
|
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(b)
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☐
|
|
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3
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SEC Use Only
|
||
|
4
|
Source of Funds (See Instructions)
OO |
||
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5
|
Check if Disclosure of Legal Proceedings 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
0 |
|||
9
|
Sole Dispositive Power
0 |
|||
10
|
Shared Dispositive Power
0 |
|||
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
||
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||
|
13
|
Percent of Class Represented by Amount in Row (11)
0% |
||
|
14
|
Type of Reporting Person (See Instructions)
OO |
Item 5. |
Interests of Securities of the Issuer.
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(a) |
The Reporting Persons no longer beneficially own any Ordinary Shares.
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(b) |
The Reporting Persons no longer beneficially own any Ordinary Shares.
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(c) |
Except for the transactions described in Item 4 above, the Reporting Persons have not effected any transactions in the Ordinary Shares during the past sixty days prior to the date hereof.
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(d) |
Not applicable.
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(e) |
On May 31, 2019, the Reporting Persons ceased to be the beneficial
owners of more than 5% of the Issuer's Shares.
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Item 6. |
Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.
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Item 7. |
Material to Be Filed as Exhibits
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Exhibit Number
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Description
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Date: June 3, 2019
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BTG PACTUAL G7 HOLDING S.A.
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By:
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/s/ Bruno Duque
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Name: Bruno Duque
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Title: Authorized Signatory
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By:
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/s/ Roberto Sallouti
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Name: Roberto Sallouti
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Title: Authorized Signatory
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BTG PACTUAL HOLDING S.A.
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By:
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/s/ Bruno Duque
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Name: Bruno Duque
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Title: Authorized Signatory
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By:
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/s/ Roberto Sallouti
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Name: Roberto Sallouti
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Title: Authorized Signatory
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BANCO BTG PACTUAL S.A.
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By:
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/s/ Gabriel Barretti
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Name: Gabriel Barretti
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Title: Authorized Signatory
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By:
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/s/ Carolina Cury
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Name: Carolina Cury
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Title: Authorized Signatory
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BTG PACTUAL GESTORA DE RECURSOS LTDA.
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|
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By:
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/s/ Gabriel Barretti
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Name: Gabriel Barretti
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Title: Authorized Signatory
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|
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By:
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/s/ Carolina Cury
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Name: Carolina Cury
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Title: Authorized Signatory
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BTG PACTUAL PRINCIPAL INVESTMENTS FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES
|
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|
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By:
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/s/ Gabriel Barretti
|
||
Name: Gabriel Barretti
|
|||
Title: Authorized Signatory
|
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|
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By:
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/s/ Carolina Cury
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Name: Carolina Cury
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Title: Authorized Signatory
|
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|
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FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES TURQUESA —MULTIESTRATÉGIA INVESTIMENTO NO EXTERIOR
|
|||
|
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By:
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/s/ Gabriel Barretti
|
||
Name: Gabriel Barretti
|
|||
Title: Authorized Signatory
|
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|
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By:
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/s/ Carolina Cury
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||
Name: Carolina Cury
|
|||
Title: Authorized Signatory
|
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FUNDO DE INVESTIMENTO MULTIMERCADO CRÉDITO PRIVADO LS INVESTIMENTO NO EXTERIOR
|
||
|
|
|
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By:
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/s/ Gabriel Barretti
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|
|
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Name: Gabriel Barretti
|
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|
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Title: Authorized Signatory
|
|
|
|
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By:
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/s/ Carolina Cury
|
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Name: Carolina Cury
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Title: Authorized Signatory
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“Affiliates” |
means any individual or company that directly or indirectly controls, is controlled by or is
under common control of the relevant individual or company.
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“Business Day” |
means any day that is not a Saturday or a Sunday or any day on which commercial banks are
authorized or not required to operate in the place of business of any of the Parties.
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“Claim” |
means any and all lawsuit, action, suit, complaint, investigation, inquiry, arbitration,
mediation or any type of legal or administrative action or proceeding, filed individually or collectively, arising out of obligations or liabilities that may cause loss or damage, with or without cash effects.
|
“Encumbrances” |
means any and all lien, mortgage, pledge, security, levy, charge, guarantee, fiduciary
sale, fiduciary assignment, encumbrance, right of first refusal, purchase or preemptive rights, contract to sell, usufruct on political and/or ownership rights, pursuant to the Law or under an agreement.
|
“Governmental Authority” |
means any governmental body, agency or authority or any private authority representing
the government or with regulatory or administrative function, professional association, civil registry, notary, as well as any court, judicial authority or arbitration chamber.
|
“Law” |
means any law, code, provisionary measure (medida provisória) in force, decree, regulation, final and unappealable court order or final arbitration award,
or any final decision rendered by any other Governmental Authority.
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“Primary Transfer” |
means, directly or indirectly, as of the date hereof, including, and at any time without
limitation, any event of subscription of equity interest and/or issuance of convertible securities or convertible debt issued by the Company and/or any other entity of the Economic Group of the Company.
|
“Secondary Transfer” |
means, as of the date hereof, including, and at any time without limitation, any direct or
indirect sale, transfer, assignment (including preemptive right), promise, transmission, granting of put option, exchange or any other form of trading or disposal, in the aggregate or partially, of Shares, equity interest issued
by any of other entities of the Economic Group of the Company or political and/or economic rights pertaining to the Shares and/or to other entities of the Economic Group of the Company, including as a result of corporate
reorganization, consolidation, spin-off, merger, merger of shares.
|
“Transfer” |
means any Primary and/or Secondary Transfer, individual and without distinction.
|
/s/ Hamilton Liborio Agle
|
||
Energy Sustainable
|
/s/ Felipe Andreu Silva
|
||
/s/ Gabriel Fernando Barretti
|
||
BTG Pactual Principal Investments Fundo de Investimento em
Participações Multiestratégia
|
By: Felipe Andreu Silva
|
Gabriel Fernando Barretti
|
Title: Attorney-in-Fact
|
Attorney-in-Fact
|
/s/ Felipe Andreu Silva
|
||
/s/ Gabriel Fernando Barretti
|
||
Fundo de Investimento em Participações Turquesa – Multiestratégia
Investimento no Exterior
|
By: Felipe Andreu Silva
|
Gabriel Fernando Barretti
|
Title: Attorney-in-Fact
|
Attorney-in-Fact
|
/s/ Felipe Andreu Silva
|
||
/s/ Gabriel Fernando Barretti
|
||
Banco BTG Pactual S.A.
|
By: Felipe Andreu Silva
|
Gabriel Fernando Barretti
|
Title: Attorney-in-Fact
|
Attorney-in-Fact
|
/s/ Hamilton Liborio Agle
|
||
Hamilton Liborio Agle
|
Witnesses:
/s/ Julia Baldacci Ostrovsky
Name: Julia Baldacci Ostrovsky
RG:
CPF:
|
/s/ Felipe Nutti Giannatasio
Name: Felipe Nutti Giannatasio
RG:
CPF:
|