Filing Details

GAFISA S.A.

(Name of Issuer)

Common Shares and American Depositary Shares (each American Depositary Share representing two (2) common shares of Gafisa S.A.)

(Title of Class of Securities)

362607301

(CUSIP Number)

December 31, 2016

(Date of Event which Requires Filing of this Statement)

SCHEDULE 13G

¹The 41,121,280 Common Shares beneficially owned consist of 37,497,206 Common Shares and 1,812,037 American Depositary Shares (each representing the right to receive two common shares).

² The 53,268,900 Common Shares beneficially owned consist of 49,644,826 Common Shares and 1,812,037 American Depositary Shares (each representing the right to receive two common shares).

³ The 26,050,074 Common Shares beneficially owned consist of 22,426,000 Common Shares and 1,812,037 American Depositary Shares (each representing the right to receive two common shares).

 

 

 

 

Item 1.

(a)          Name of Issuer: Gafisa S.A.

(b)          Address of Issuer's Principal Executive Offices:

Av. Nações Unidas, 8501 – 19º andar

05425-070

São Paulo, SP

Brazil

Item 2.

(a)	Name of Person Filing:

Polo Capital Internacional Gestão de Recursos Ltda.

Claudio Jose Carvalho de Andrade

Polo Edge Fund

(b)	Address of Principal Business Office or, if None, Residence:

Polo Capital Internacional Gestão de Recursos Ltda.: Av. Ataulfo de Paiva, 204, 11º andar, Rio de Janeiro, RJ – 22440-033, Brazil

Claudio Jose Carvalho de Andrade: Av. Ataulfo de Paiva, 204, 10º andar, Rio de Janeiro, RJ – 22440-033, Brazil

Polo Edge Fund: Citi Hedge Fund Services (Cayman) Ltd., Cayman Corporate Center, 27 Hospital Road, P.O. Box 10293, George Town, Grand Cayman KY1-1003, Cayman Islands

(c)	Citizenship:

Polo Capital Internacional Gestão de Recursos Ltda.: Brazil

Claudio Jose Carvalho de Andrade: Brazil

Polo Edge Fund: Cayman Islands

(d)	Title and Class of Securities:

Common Stock and American Depositary Shares (each representing two common shares)

(e)	CUSIP No.: 362607301

 

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

[_]

Broker or dealer registered under Section 15 of the Act;

(b)

[_]

Bank as defined in Section 3(a)(6) of the Act;

(c)

[_]

Insurance company as defined in Section 3(a)(19) of the Act;

(d)

[_]

Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)

[_]

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

[_]

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

[_]

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

[_]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

[_]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j)

[_]

A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)

[_]

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4.          Ownership

Item 5.          Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [].

Item 6.

Ownership of more than Five Percent on Behalf of Another Person.

All securities reported in this Schedule 13G are owned by advisory clients of Polo Capital Internacional Gestão de Recursos Ltda. and/or its affiliate. Except for Polo Edge Fund (as reported above), none of the advisory clients individually own more than 5% of the outstanding shares.

Item 7.

Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.

Not applicable.

Item 8.

Identification and classification of members of the group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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:  02/13/17

Polo Capital Internacional Gestão de Recursos Ltda.

/s/ Claudio Jose Carvalho de Andrade

Name: Claudio Jose Carvalho de Andrade

Title: Authorized signatory

Claudio Jose Carvalho de Andrade

/s/ Claudio Jose Carvalho de Andrade

Polo Edge Fund

/s/ Claudio Jose Carvalho de Andrade

Name: Claudio Jose Carvalho de Andrade

Title: Director

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

EXHIBIT 1

JOINT ACQUISITION STATEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Common Shares and American Depositary Shares, each representing two (2) common shares of Gafisa S.A. beneficially owned by them, together with any or all amendments thereto, when and if appropriate. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.  The parties hereto further consent and agree to file this Statement Pursuant to Rule 13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule 13G.

DATED: 02/13/17

Polo Capital Internacional Gestão de Recursos Ltda.

/s/ Claudio Jose Carvalho de Andrade

Name: Claudio Jose Carvalho de Andrade

Title: Authorized sinatory

Claudio Jose Carvalho de Andrade

/s/ Claudio Jose Carvalho de Andrade

Polo Edge Fund

/s/ Claudio Jose Carvalho de Andrade

Name: Claudio Jose Carvalho de Andrade

Title: Director

SK 26002 0002 7413785