Amended Statement of Ownership (sc 13g/a)
29 Januar 2021 - 7:37PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
COSAN
LTD.
|
(Name
of Issuer)
|
Class
A Common Shares, par value $0.01 per share
|
(Title
of Class of Securities)
|
G25343107
|
(CUSIP
Number)
|
December
31, 2020
|
(Date
of Event which Requires Filing of this Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
[_]
Rule 13d-1(b)
[X]
Rule 13d-1(c)
[_]
Rule 13d-1(d)
*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 the disclosures provided
in a prior cover page.
The
information required in 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).
SCHEDULE
13G
1
|
Names
of Reporting Persons
|
BC
Gestão de Recursos Ltda.
|
2
|
Check
the appropriate box if a member of a Group (see instructions)
|
(a)
[ ]
(b) [ ]
|
3
|
Sec
Use Only
|
|
4
|
Citizenship
or Place of Organization
|
Brazil
|
Number
of Shares Beneficially Owned by Each Reporting Person With:
|
5
|
Sole
Voting Power
|
6,044,679
|
6
|
Shared
Voting Power
|
0
|
7
|
Sole
Dispositive Power
|
6,044,679
|
8
|
Shared
Dispositive Power
|
0
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
6,044,679
|
10
|
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
[
]
|
11
|
Percent
of class represented by amount in row (9)
|
4.76%
|
12
|
Type
of Reporting Person (See Instructions)
|
OO
|
|
|
|
|
(a) Name
of Issuer: Cosan Ltd.
(b) Address
of Issuer’s Principal Executive Offices:
Avenida
Brigadeiro Faria Lima, 4100
16th
Floor
São
Paulo, SP 04538-132
Brazil
|
(a)
|
Name
of Person Filing:
|
BC
Gestão de Recursos Ltda.
|
(b)
|
Address
of Principal Business Office or, if None, Residence:
|
Rua
Gomes de Carvalho, 1507
1st
Floor, Suite 11
São
Paulo, SP 04547-005
Brazil.
Brazil
|
(d)
|
Title
and Class of Securities:
|
Class
A Common Shares, par value $0.01 per share (the “Class A Common Shares”)
|
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:
____
|
|
(a)
|
Amount
beneficially owned: 6,044,679
|
|
(b)
|
Percent
of class: 4.76%
|
|
(c)
|
Number
of shares as to which the person has:
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
6,044,679
|
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
0
|
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
6,044,679
|
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
0
|
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 [ X ].
This
final amendment reflects that the Reporting Person has ceased to be the beneficial owner of more than five percent of
the Common Stock of the issuer.
|
Item
6.
|
Ownership
of More Than Five Percent on Behalf of Another Person.
|
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person.
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
Item
9.
|
Notice
of Dissolution of Group.
|
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:
January 29, 2021
BC
Gestão de Recursos Ltda.
Name:
Ary Cera Zanetta Neto
Title:
Authorized Signatory
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).
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