Page 5 of 8 SEC Filing
Item 1. Security and Issuer
This Amendment No. 5 to Schedule 13D (this Amendment No. 5) amends and supplements the statement on Schedule 13D (the
Original Schedule 13D), filed on March 13, 2013 (the Original Schedule 13D, as amended and supplemented by Amendment No. 1 filed on January 22, 2013, Amendment No. 2 filed on January 27, 2013, Amendment No. 3 filed on
March 3, 2014, Amendment No. 4 filed on March 26, 2014, and this Amendment No. 5, the Schedule 13D), relating to the common shares, no par value per share (Common Shares), including in the form of American
Depositary Shares, (the ADSs), of BRF S.A. (the Issuer), a sociedade por ações incorporated under laws of the Federative Republic of Brazil (Brazil). The address of the principal executive
offices of the Issuer is 1400 R. Hungria, 5th Floor, Jd América; 01455000 São Paulo SP; Brazil.
Capitalized terms
not defined in this Amendment No. 5 shall have the meanings ascribed to them in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:
The Issuer has been repurchasing Common Shares in connection with multiple Common Share buyback programs (Buyback Programs), and has
indicated that Common Shares acquired under the Buyback Programs may be cancelled. Towards that end, on February 25, 2016, the Issuer cancelled 60,000,000 Common Shares (the Cancellation). The Buyback Programs and related
Cancellation resulted in an increase in the beneficial ownership of the Reporting Persons as a percentage of the Issuers Common Shares for which no consideration was paid or received by any Reporting Person. With respect to any Common Shares
purchased, the source of funding was the respective capital of each of the Funds.
Item 5. Interest in Securities of the Issuer.
Items 5 (a) and (b) of the Schedule 13D are hereby amended and supplemented by adding the following information:
(a, b) The ownership percentages set forth below are calculated based upon 806,654,845 Common Shares outstanding, which is the difference
between the 812,473,246 issued Common Shares remaining after the Cancellation, as reported in the Issuers Report on Form 6-K filed on February 26, 2016, and the 5,818,401 Common Shares held in treasury by the Issuer, as reported in the
Issuers Report on Form 6-K filed on February 29, 2016.
TISA, as the holding company controlling Tarpon Gestora, may be deemed to be
the beneficial owner of 97,032,185 Common Shares, representing 12.03% of the outstanding Common Shares.
Tarpon Gestora, as the sole
investment advisor of the Funds, may be deemed to be the beneficial owner of 97,032,185 Common Shares, representing 12.03% of the outstanding Common Shares.
Mr. Reis de Magalhães Neto, as the sole portfolio manager of Tarpon Gestora registered with the CVM, may be deemed to be the beneficial
owner of 97,032,185 Common Shares, representing 12.03% of the outstanding Common Shares.
The Reporting Persons do not own any Common
Shares in the form of ADSs.
Each of the Reporting Persons has (1) the shared power to vote or direct the vote and (2) the shared power to
dispose or direct the disposition of all of the Common Shares that each party may be deemed to beneficially own. Each of the Reporting Persons disclaims any beneficial ownership in any of the Common Shares, except to the extent of their pecuniary
interest therein.
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