Filing Details

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549
SCHEDULE 13D/A Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
N/A
(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.  ☐
*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) ☒ (b) ☐
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) ☐
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   11,986,343 – See Item 5
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   11,986,343 – See Item 5
11.	Aggregate Amount Beneficially Owned by Each Reporting Person   9,895,093 shares of class A common stock – See Item 5
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11)   5.68% of class A common stock (1)
14.	Type of Reporting Person (See Instructions)   HC

(1) This percentage is calculated based on 174,355,341 shares of class A common stock, par value $0.01, of the Issuer outstanding as of June 9, 2016.

 

 

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) ☒ (b) ☐
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) ☐
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   11,986,343 – See Item 5
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   11,986,343 – 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) ☐
13.	Percent of Class Represented by Amount in Row (11)   1.04% of class A common stock (1)
14.	Type of Reporting Person (See Instructions)   HC

(1) This percentage is calculated based on 174,355,341 shares of class A common stock, par value $0.01, of the Issuer outstanding as of June 9, 2016.

 

 

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) ☒ (b) ☐
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) ☐
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   11,986,343 – See Item 5
		9.	Sole Dispositive Power   0
		10.	Shared Dispositive Power   11,986,343 – 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) ☐
13.	Percent of Class Represented by Amount in Row (11)   0.15% of class A common stock (1)
14.	Type of Reporting Person (See Instructions)   HC

(1) This percentage is calculated based on 174,355,341 shares of class A common stock, par value $0.01, of the Issuer outstanding as of June 9, 2016.

 

 

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) ☒ (b) ☐
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) ☐
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   11,986,343 – See Item 5
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   11,986,343 – See Item 5
11.	Aggregate Amount Beneficially Owned by Each Reporting Person   25,000 shares of class A common stock – See Item 5
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11)   0.01% of class A common stock (1)
14.	Type of Reporting Person (See Instructions)   HC

(1) This percentage is calculated based on 174,355,341 shares of class A common stock, par value $0.01, of the Issuer outstanding as of June 9, 2016.

 

 

Item 1. Security and Issuer

 

No change.

 

Item 2. Identity and Background

 

Item 2 is amended by the addition of the following:

 

FIA Rio das Pedras has been substituted by Rio das Pedras Ações. Rio das Pedras Ações is an equities fund, the principal business of which is investing in securities including those of Cosan Limited and its affiliates. The principal address of Rio das Pedras Ações is Rua Cezira Giovanoni Moretti 955, 2nd floor, room 09, Piracicaba, SP, Brazil.

 

During the last five years, none of Rio das Pedras Ações nor any of the persons listed on Schedule A-4 attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been 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.

 

Rio das Pedras Ações is organized under the laws of Brazil.

 

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. 4 to the Schedule 13D on March 10, 2015. This Amendment No. 5 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. 5 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. 4 to the Schedule 13D on March 10, 2015. 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. Queluz expects to engage in open market transactions through brokers within the next 30 days to acquire up to an additional 2,000,000 Shares. In addition, on June 1, 2016, Queluz filed a Form 144 indicating its intention to sell up to 6,000,000 Shares.

 

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 9,895,093 Shares, representing 5.68% 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 1.04% 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 0.15% of the outstanding Shares of the Issuer; and

 

(iv) Rio das Pedras Ações beneficially owns, and has shared power to vote or dispose of 25,000 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. 5 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. 4 to the Schedule 13D on March 10, 2015. 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.

 

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

 

No change.

 

Item 7. Material to be Filed as Exhibits

 

No change.

 

 

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
	June 10, 2016
	Date
	/s/ Rubens Ometto Silveira Mello /s/ Burkhard Otto Cordes
	Signature
	Rubens Ometto Silveira Mello
	Burkhard Otto Cordes

	MSOR PARTICIPAÇÕES S/A
	June 10, 2016
	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
	June 10, 2016
	Date
	/s/ Rubens Ometto Silveira Mello /s/ Burkhard Otto Cordes
	Signature
	Rubens Ometto Silveira Mello
	Burkhard Otto Cordes

	RIO DAS PEDRAS AÇÕES
	June 10, 2016
	Date
	/s/ Rubens Ometto Silveira Mello /s/ Burkhard Otto Cordes
	Signature
	Rubens Ometto Silveira Mello
	Burkhard Otto Cordes

 

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. Juscelino Kubitschek, 1327 – 4th floor, São Paulo, SP 04543-011, 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.

 

 

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. Juscelino Kubitschek, 1327 – 4th floor, São Paulo, SP 04543-011, 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.

 

 

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. Juscelino Kubitschek, 1327 – 4th floor, São Paulo, SP 04543-011, 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.

 

 

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.

 

 

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 ($)
May 31st, 2016	19,900	5.394
June 1st, 2016	313,672	5.496
June 2nd, 2016	134,268	5.408
June 3rd, 2016	56,542	5.464
June 6th, 2016	66,861	5.987