Filing Details

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1	NAMES OF REPORTING PERSONS
	WESLEY MENDONÇA BATISTA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
			195,445,936 (See Item 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			195,445,936 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	195,445,936 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	80.2% (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

1	NAMES OF REPORTING PERSONS
	JOESLEY MENDONÇA BATISTA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
			195,445,936 (See Item 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			195,445,936 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	195,445,936 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	80.2% (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

1	NAMES OF REPORTING PERSONS
	J&F INVESTIMENTOS S.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
			195,445,936 (See Item 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			195,445,936 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	195,445,936 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	80.2% (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

1	NAMES OF REPORTING PERSONS
	JBS S.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
			195,445,936 (See Item 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			195,445,936 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	195,445,936 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	80.2% (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

1	NAMES OF REPORTING PERSONS
	JBS INVESTMENTS LUXEMBOURG SA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			195,445,936 (See Item 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			195,445,936 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	195,445,936 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	80.2% (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

1	NAMES OF REPORTING PERSONS
	JBS GLOBAL LUXEMBOURG S.À R.L.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			195,445,936 (See Item 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			195,445,936 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	195,445,936 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	80.2% (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

1	NAMES OF REPORTING PERSONS
	JBS HOLDING LUXEMBOURG S.À R.L.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			195,445,936 (See Item 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			195,445,936 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	195,445,936 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	80.2% (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

1	NAMES OF REPORTING PERSONS
	JBS GLOBAL MEAT HOLDINGS PTY. LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Australia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			195,445,936 (See Item 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			195,445,936 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	195,445,936 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	80.2% (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

1	NAMES OF REPORTING PERSONS
	JBS USA HOLDING LUX S.À R.L.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			195,445,936 (See Item 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			195,445,936 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	195,445,936 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	80.2% (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

1	NAMES OF REPORTING PERSONS
	JBS USA LUX S.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			195,445,936 (See Item 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			195,445,936 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	195,445,936 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	80.2% (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

1	NAMES OF REPORTING PERSONS
	JBS ANSEMBOURG HOLDING S.À R.L.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			195,445,936 (See Item 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			195,445,936 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	195,445,936 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	80.2% (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

1	NAMES OF REPORTING PERSONS
	JBS LUXEMBOURG S.À R.L.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			195,445,936 (See Item 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			195,445,936 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	195,445,936  (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	80.2%  (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

1	NAMES OF REPORTING PERSONS
	JBS USA FOOD COMPANY HOLDINGS I.R.S. Identification No. 58-1034573
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			195,445,936 (See Item 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			195,445,936 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	195,445,936 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	80.2% (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

JBS USA Holding Lux, a Luxembourg private limited liability company, has its principal office at Avenue de La Gare - 8-10, postcode: 1610, Luxembourg, Grand-Duchy of Luxembourg. JBS USA Holding Lux’s principal business is holding all of the issued and outstanding share capital of JBS USA Lux. All of the issued and outstanding shares of JBS USA Holding Lux are owned by JBS Global Meat.

JBS Global Meat, an Australian proprietary limited company, has its principal office at Stroombaan 16, 5th Floor 1181 VX, Amstelveen, Netherlands. JBS Global Meat’s principal business is holding all of the issued and outstanding share capital of JBS USA Holding Lux. All of the issued and outstanding shares of JBS Global Meat are owned by JBS Holding Luxembourg and JBS Global Luxembourg.

JBS Holding Luxembourg, a Luxembourg private limited liability company, has its principal office at Avenue de La Gare - 8-10, postcode: 1610, Luxembourg, Grand-Duchy of Luxembourg. JBS Holding Luxembourg’s principal business is holding shares of JBS Global Meat. All of the issued and outstanding shares of JBS Holding Luxembourg are owned by JBS Global Luxembourg.

JBS Global Luxembourg, a Luxembourg private limited company, has its principal office at Avenue de La Gare - 8-10, postcode: 1610, Luxembourg, Grand-Duchy of Luxembourg. JBS Global Luxembourg’s principal business is holding certain indirect subsidiaries of JBS Brazil. All of the issued and outstanding shares of JBS Global Luxembourg are owned by JBS Investments Luxembourg.

JBS Investments Luxembourg, a Luxembourg public limited liability company, has its principal office at Avenue de La Gare - 8-10, postcode: 1610, Luxembourg, Grand-Duchy of Luxembourg. JBS Investments Luxembourg’s principal business is holding shares of JBS Global Luxembourg. All of the issued and outstanding shares of JBS Investments Luxembourg are owned by JBS Brazil.

JBS Brazil, a Brazilian corporation, has its principal office at Avenida Marginal Direita do Tietê, 500, Bloco I, 3 andar, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil. JBS Brazil’s principal business is processing, preparing, packaging and delivering beef, pork and chicken products to customers. Approximately 44.24% of JBS Brazil’s stock is owned by J&FI. In accordance with Brazilian corporate law, J&FI is considered the controlling shareholder of JBS Brazil.

J&FI, a Brazilian corporation, has its principal office at Avenida Marginal Direita do Tietê, 500, Bloco I, 1 andar, A, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil. J&FI’s principal business is holding stock of certain companies controlled by the Batistas. The Batistas control all of the issued and outstanding shares of J&FI through their direct and indirect ownership of J&FI’s four shareholders, JJMB Participações Ltda., ZMF Participações Ltda., WWMB Participações Ltda. and Pinheiros Fundo de Investimento em Participações Multiestratégia.

Joesley Mendonça Batista is an individual with Brazilian citizenship whose business address is Avenida Marginal Direita do Tietê, 500, Bloco I, 1 andar - A, sala nº 03, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil. His principal occupation is shareholder of the J&FI Group (as defined below).

Wesley Mendonça Batista is an individual with Brazilian citizenship whose business address is Avenida Marginal Direita do Tietê, 500, Bloco I, 1 andar - A, sala nº 04, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil. His principal occupation is shareholder of the J&FI Group.

Set forth on Schedules I through XIII attached to Amendment No. 8 to this Statement (“Amendment No. 8”), and incorporated herein by reference, are the (a) name, (b) citizenship, (c) residence or business address and (d) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted with respect to each of the directors and executive officers, to the extent applicable, of JBS Wisconsin, JBS USA FC, JBS USA FC Holdings, JBS Luxembourg, JBS Ansembourg, JBS USA Lux, JBS USA Holding Lux, JBS Global Meat, JBS Holding Luxembourg, JBS Global Luxembourg, JBS Investments Luxembourg, JBS Brazil and J&FI.

Except as described below, during the last five years, none of the Reporting Persons or, to the best of the Reporting Persons’ knowledge, any person named in any of Schedules I through XIII attached to Amendment No. 8 has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

On May 3, 2017, certain officers of J&FI and of the companies controlled by J&FI (including JBS Brazil and the Reporting Persons that are subsidiaries of JBS Brazil) (collectively, the “J&FI Group”), including the Batistas and Francisco de Assis e Silva, who were senior executives or board members of J&FI and other J&FI Group companies, entered into cooperation agreements (acordos de colaboração) (the “Cooperation Agreements”) with the Office of the Prosecutor General of Brazil (Procuradoria-Geral da República) in connection with the execution of certain illicit conduct by J&FI and such individuals acting in their capacity as J&FI Group executives. The annexes to the Cooperation Agreements include admissions of improper payments to politicians and political parties in Brazil during a ten-year period in exchange for receiving, or attempting to receive, favorable treatment for certain J&FI Group companies in Brazil.

On June 5, 2017, J&FI, for itself and as the controlling shareholder of the J&FI Group companies, entered into a leniency agreement (the “Leniency Agreement”) with the Brazilian Federal Prosecution Service (Ministério Público Federal), whereby J&FI assumed responsibility for the conduct that was described in the annexes to the Cooperation Agreements. In connection with the Leniency Agreement, J&FI agreed to pay a fine of R$8.0 billion and to contribute an additional R$2.3 billion in social projects in Brazil, adjusted for inflation, over a 25-year period.

Various proceedings by Brazilian governmental authorities, including criminal proceedings, remain pending against J&FI and certain of its former or current officers seeking to invalidate the Cooperation Agreements and/or impose more severe penalties for additional alleged illicit conduct that was not disclosed in the annexes to the Cooperation Agreements.

On October 14, 2020, J&FI, JBS Brazil and the Batistas entered into a settlement agreement (the “SEC Settlement”) with the SEC. Under the SEC Settlement, the SEC issued an Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Exchange Act (the “SEC Order”) finding securities law violations by such parties that resulted in the Issuer failing to maintain accurate books and records and internal accounting controls. According to the SEC Order, the violations, which related to certain intercompany transactions from 2009 to 2015, were unbeknownst to the management of the Issuer.

On October 14, 2020, J&FI reached an agreement (the “J&FI Plea Agreement”), with the U.S. Department of Justice regarding violations stemming from the same facts and conduct that were the subject of the Leniency Agreement and the Cooperation Agreements. Pursuant to the J&FI Plea Agreement, J&FI pled guilty to one count of conspiracy to violate the U.S. Foreign Corrupt Practices Act. The J&FI Plea Agreement imposed a fine of US$256.5 million, and J&FI was required to make a payment of US$128.2 million under the J&FI Plea Agreement (due to J&FI receiving a 50% credit for amounts paid to Brazilian authorities).

The Reporting Persons have entered into a Joint Filing Agreement, dated as of August 13, 2021, which is included as Exhibit 99.1 to Amendment No. 8, pursuant to which they have agreed to file Amendment No. 8 and any further amendments to the Statement jointly in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 3. Source and Amount of Funds or Other Considerations

Item 3 of the Statement is hereby amended and supplemented by the addition of the following:

JBS Brazil anticipates that $26.50 per share of Common Stock will be expended in acquiring all of the outstanding shares of Common Stock not already owned by JBS Brazil and its subsidiaries. JBS Brazil anticipates that the acquisition of the shares would be funded with cash on hand, but may consider debt financing alternatives.  The information set forth in Item 4 of this Statement is hereby incorporated by reference in this Item 3.

Item 4. Purpose of Transaction

Item 4 of the Statement is hereby amended and supplemented by the addition of the following:

On August 12, 2021, JBS Brazil delivered to the board of directors of the Issuer (the “Issuer’s Board”) a letter setting forth a proposal to acquire all of the outstanding shares of Common Stock that are not owned by JBS Brazil or its subsidiaries for a purchase price of $26.50 per share in cash (the “Proposal”). A copy of the Proposal is filed as Exhibit 99.2 to Amendment No. 8, and the information set forth in the Proposal is incorporated by reference herein. On August 12, 2021, JBS Brazil issued a press release in connection with the Proposal, a copy of which is filed as Exhibit 99.3 to Amendment No. 8.

JBS Brazil indicated in the Proposal that it expects that a fully empowered special committee of independent and disinterested directors appointed by the Issuer’s Board (the “Special Committee”) will consider the Proposal and make a recommendation to the Issuer’s Board. JBS Brazil also stated in the Proposal that it will not move forward with the transaction contemplated by the Proposal unless the proposed transaction is approved by the Special Committee, advised by independent legal and financial advisors, and that the proposed transaction will be subject to a non-waivable condition requiring the approval of a majority of the aggregate voting power represented by the shares of Common Stock that are not owned by JBS Brazil or its affiliates.

The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Common Stock from the Nasdaq Global Select Market and other material changes in the Issuer’s business or corporate structure.

No assurances can be given that the transaction contemplated by the Proposal or any other potential transaction involving JBS Brazil (or any other Reporting Person) and the Issuer will be consummated, or, if a transaction is undertaken, as to its terms or timing. JBS Brazil reserves the right to modify or withdraw the Proposal at any time. JBS Brazil reserves the right to formulate other plans or make other proposals which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time.

Item 5. Interest in Securities of the Issuer

Item 5 of the Statement is hereby amended and replaced in its entirety as follows:

(a) and (b)

The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of Amendment No. 8 and the information set forth in Item 4 of this Statement are hereby incorporated by reference in this Item 5. As a result of the ownership structure and other relationships described in Item 2 of the Statement, each of the Reporting Persons is the beneficial owner, with shared voting and dispositive power with the other Reporting Persons, of 195,445,936 shares of Common Stock, of which JBS Wisconsin is the direct beneficial owner, that were acquired in connection with the Purchase Agreement and Contribution Agreement. The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is based on 243,675,522 shares of Common Stock outstanding as of July 28, 2021.

Except as disclosed in this Statement, none of the Reporting Persons or, to the best of the Reporting Persons’ knowledge, any of the persons listed in Schedules I through XIII attached to Amendment No. 8, beneficially owns any shares of Common Stock or has the right to acquire any shares of Common Stock.

Except as disclosed in this Statement, none of the Reporting Persons or, to the best of the Reporting Persons’ knowledge, any of the persons listed in Schedules I through XIII attached to Amendment No. 8, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the shares of Common Stock that they may be deemed to beneficially own.

As of the date hereof, each Reporting Person disclaims beneficial ownership of the shares reported on this Statement, except to the extent of such Reporting Person’s respective pecuniary interest therein.

(c) Except as described herein, none of the Reporting Persons or, to the best of their knowledge, any of the persons listed in Schedules I through XIII attached to Amendment No. 8, has effected any transaction in any of the shares of Common Stock during the past 60 days.

(d) Except as described herein, to the best knowledge of the Reporting Persons, no persons other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares to which this Statement relates.

(e) Not Applicable.

Item 7. Material to Be Filed as Exhibits

Item 7 of the Statement is hereby amended and supplemented by the addition of the following exhibits to this Amendment No. 8:

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.

Dated: August 13, 2021

	JBS WISCONSIN PROPERTIES, LLC
	By:	/s/ Denilson Molina
		Name:	Denilson Molina
		Title:	Officer
	JBS USA FOOD COMPANY
	By:	/s/ Denilson Molina
		Name:	Denilson Molina
		Title:	Officer
	JBS USA FOOD COMPANY HOLDINGS
	By:	/s/ Denilson Molina
		Name:	Denilson Molina
		Title:	Officer
	JBS LUXEMBOURG S.À R.L.
	By:	/s/ Jeremiah O’Callaghan
		Name:	Jeremiah O’Callaghan
		Title:	Manager
	JBS ANSEMBOURG HOLDING S.À R.L.
	By:	/s/ Jeremiah O’Callaghan
		Name:	Jeremiah O’Callaghan
		Title:	Manager
	JBS USA LUX S.A.
	By:	/s/ Jeremiah O’Callaghan
		Name:	Jeremiah O’Callaghan
		Title:	Manager
	JBS USA HOLDING LUX S.À R.L.
	By:	/s/ Jeremiah O’Callaghan
		Name:	Jeremiah O’Callaghan
		Title:	Manager

SCHEDULE I

Name, business address and present principal occupation or

employment of the executive officers of

JBS Wisconsin Properties, LLC

SCHEDULE II

Name, business address and present principal occupation or employment of the directors and executive officers of

JBS USA Food Company

SCHEDULE III

Name, business address and present principal occupation or employment of the directors and executive officers of

JBS USA Food Company Holdings

SCHEDULE IV

Name, business address and present principal occupation or employment of the managers of

JBS Luxembourg S.à r.l.

SCHEDULE V

Name, business address and present principal occupation or employment of the managers of

JBS Ansembourg Holding S.à r.l.

SCHEDULE VI

Name, business address and present principal occupation or employment of the managers of

JBS USA Lux S.A.

SCHEDULE VII

Name, business address and present principal occupation or employment of the managers of

JBS USA Holding Lux S.à r.l.

SCHEDULE VIII

Name, business address and present principal occupation or employment of the directors and executive officers of

JBS Global Meat Holdings Pty. Ltd.

SCHEDULE IX

Name, business address and present principal occupation or employment of the managers of

JBS Holding Luxembourg S.à r.l.

SCHEDULE X

Name, business address and present principal occupation or employment of the managers of

JBS Global Luxembourg S.à r.l.

SCHEDULE XI

Name, business address and present principal occupation or employment of the directors and executive officers of

JBS Investments Luxembourg SA

SCHEDULE XII

Name, business address and present principal occupation or employment of the directors and executive officers of

JBS S.A.

SCHEDULE XIII

Name, business address and present principal occupation or employment of the directors and executive officers of

J&F Investimentos S.A.