SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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_______________
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SCHEDULE 13D/A*
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Under the Securities Exchange Act of 1934
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(Amendment No. 1)*
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Cosan Limited
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(Name of Issuer)
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Class A Common Stock, Par Value $.01 per share
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(Title of Class of Securities)
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G25353107
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(CUSIP Number)
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Eduardo Soares
GIF Gestão de Investimentos e Participações Ltda.
Av Ataulfo de Paiva, 1100, 7˚ andar
Rio de Janeiro, RJ, 22440-35, Brazil
+55-21-3206-9000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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January 13, 2011
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(Date of Event which Requires
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Filing of this Schedule)
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CUSIP No. G25353107
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SCHEDULE 13D/A
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Page 2 of 20 Pages
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1
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NAME OF REPORTING PERSON
GIF Gestão de Investimentos e Participações Ltda.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Brazil
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
37,433,543 shares of Class A Common Stock
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
37,433,543 shares of Class A Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
37,433,543 shares of Class A Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.5%
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14
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TYPE OF REPORTING PERSON*
IA
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CUSIP No. G25353107
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SCHEDULE 13D/A
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Page 3 of 20 Pages
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1
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NAME OF REPORTING PERSON
GIF Venus, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
31,666,666 shares of Class A Common Stock
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9
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SOLE DISPOSITIVE POWER
-0-
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|||
10
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SHARED DISPOSITIVE POWER
31,666,666 shares of Class A Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
31,666,666 shares of Class A Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.2%
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14
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TYPE OF REPORTING PERSON*
IV
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CUSIP No. G25353107
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SCHEDULE 13D/A
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Page 4 of 20 Pages
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1
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NAME OF REPORTING PERSON
Gávea Gestão de Investimentos Ltda.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) ¨
(b) x
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3
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SEC USE ONLY
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|||
4
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SOURCE OF FUNDS*
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Brazil
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
165,700 shares of Class A Common Stock
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9
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SOLE DISPOSITIVE POWER
-0-
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|||
10
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SHARED DISPOSITIVE POWER
165,700 shares of Class A Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
165,700 shares of Class A Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.09%
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14
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TYPE OF REPORTING PERSON*
IA
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CUSIP No. G25353107
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SCHEDULE 13D/A
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Page 5 of 20 Pages
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1
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NAME OF REPORTING PERSON
3F Administração de Recursos Ltda.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Brazil
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
-0-
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||
8
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SHARED VOTING POWER
37,599,243 shares of Class A Common Stock
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9
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SOLE DISPOSITIVE POWER
-0-
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|||
10
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SHARED DISPOSITIVE POWER
37,599,243 shares of Class A Common Stock
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|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
37,599,243 shares of Class A Common Stock
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|||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%
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14
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TYPE OF REPORTING PERSON*
OO
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CUSIP No. G25353107
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SCHEDULE 13D/A
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Page 6 of 20 Pages
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1
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NAME OF REPORTING PERSON
Arminio Fraga Neto
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) ¨
(b) x
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3
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SEC USE ONLY
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|||
4
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SOURCE OF FUNDS*
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
37,599,243 shares of Class A Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||
10
|
SHARED DISPOSITIVE POWER
37,599,243 shares of Class A Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
37,599,243 shares of Class A Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%
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|||
14
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TYPE OF REPORTING PERSON*
IN
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CUSIP No. G25353107
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SCHEDULE 13D/A
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Page 7 of 20 Pages
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Item 1.
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SECURITY AND ISSUER
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Item 2.
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IDENTITY AND BACKGROUND.
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CUSIP No. G25353107
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SCHEDULE 13D/A
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Page 8 of 20 Pages
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Item 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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CUSIP No. G25353107
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SCHEDULE 13D/A
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Page 9 of 20 Pages
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Item 4.
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PURPOSE OF TRANSACTION.
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CUSIP No. G25353107
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SCHEDULE 13D/A
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Page 10 of 20 Pages
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Item 5.
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INTEREST IN SECURITIES OF THE COMPANY.
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A.
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GIF Gestão
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(a)
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As of the date hereof, GIF Gestão may be deemed the beneficial owner of 37,433,543 Shares held by the GIF Gestão Funds (including GIF Venus).
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Percentage: Approximately 21.5% as of the date hereof. The percentages used herein and in the rest of Item 5 are calculated based upon 174,355,341 shares, which reflects the number of Shares outstanding as of March 31, 2010, as reported in the Issuer's annual report on Form 20-F filed on September 30, 2010.
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(b)
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1.
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Sole power to vote or direct the vote: 0
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2.
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Shared power to vote or direct vote: See item (a) above.
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3.
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Sole power to dispose or direct the disposition: 0
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4.
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Shared power to dispose or direct the
disposition: See item (a) above.
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(c)
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The transactions in the Shares within the last sixty days effected by GIF Gestão on behalf of the GIF Gestão Funds, which were all in the open market, are set forth on Schedule B and are incorporated herein by reference.
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(d)
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No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
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(e)
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Not applicable.
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CUSIP No. G25353107
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SCHEDULE 13D/A
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Page 11 of 20 Pages
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B.
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GIF Venus
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(a)
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As of the date hereof, GIF Venus may be deemed the beneficial owner of 31,666,666 Shares held by it.
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Percentage: Approximately 18.2% as of the date hereof.
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(b)
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1.
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Sole power to vote or direct the vote: 0
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2.
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Shared power to vote or direct vote: See item (a) above.
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3.
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Sole power to dispose or direct the disposition: 0
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4.
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Shared power to dispose or direct the
disposition: See item (a) above.
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(c)
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GIF Venus did not enter into any transactions in the Shares within the last sixty days.
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(d)
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No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
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(e)
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Not applicable.
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C.
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Gávea Gestão
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(a)
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As of the date hereof, Gávea Gestão may be deemed the beneficial owner of 165,700 Shares held by the Gávea Gestão Funds.
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Percentage: Approximately 0.09% as of the date hereof.
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(b)
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1.
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Sole power to vote or direct the vote: 0
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2.
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Shared power to vote or direct vote: See item (a) above.
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3.
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Sole power to dispose or direct the disposition: 0
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4.
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Shared power to dispose or direct the
disposition: See item (a) above.
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(c)
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The transactions in the Shares within the last sixty days effected by Gávea Gestão on behalf of the Gávea Gestão Funds, which were all in the open market, are set forth on Schedule B and are incorporated herein by reference.
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(d)
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No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
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(e)
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Not applicable.
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CUSIP No. G25353107
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SCHEDULE 13D/A
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Page 12 of 20 Pages
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D.
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3F
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(a)
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As of the date hereof, 3F may be deemed the beneficial owner of 37,599,243 Shares held by the GIF Gestão Funds and the Gávea Gestão Funds.
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Percentage: Approximately 21.6% as of the date hereof.
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(b)
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1.
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Sole power to vote or direct the vote: 0
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2.
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Shared power to vote or direct vote: See item (a) above.
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||||
3.
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Sole power to dispose or direct the disposition: 0
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||||
4.
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Shared power to dispose or direct the
disposition: See item (a) above.
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(c)
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See Schedule B.
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(d)
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No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
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(e)
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Not applicable.
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E.
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Arminio Fraga Neto
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(a)
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As of the date hereof, Arminio Fraga Neto may be deemed the beneficial owner of 37,599,243 Shares held by the GIF Gestão Funds and the Gávea Gestão Funds.
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Percentage: Approximately 21.6% as of the date hereof.
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(b)
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1.
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Sole power to vote or direct the vote: 0
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2.
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Shared power to vote or direct vote: See item (a) above.
|
||||
3.
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Sole power to dispose or direct the disposition: 0
|
||||
4.
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Shared power to dispose or direct the
disposition: See item (a) above.
|
||||
(c)
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See Schedule B.
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(d)
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No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
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(e)
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Not applicable.
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CUSIP No. G25353107
|
SCHEDULE 13D/A
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Page 13 of 20 Pages
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Item 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
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Item 7.
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MATERIAL TO BE FILED AS EXHIBITS.
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CUSIP No. G25353107
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SCHEDULE 13D/A
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Page 14 of 20 Pages
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Name and Principal Occupation
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GIF GESTÃO DE INVESTIMENTOS E PARTICIPAÇÕES LTDA.
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Armínio Fraga Neto, Officer
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Luiz Henrique Fraga, Officer
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Amaury Guilherme Bier, Officer
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Carlos Barros Jorge Neto, Officer
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Christopher David Meyn, Officer
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Eduardo Andrada do Amaral Rudge, Officer
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Eduardo Felipe da Silva Soares, Officer
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Hélio França Filho, Officer
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Maurício Magalhães, Officer
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Ricardo Schenker Wajnberg, Officer
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Piero Paolo Picchioni Minardi, Officer
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GIF VENUS, LTD.
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Gávea Wealth Management Ltd., Director
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GÁVEA WEALTH MANAGEMENT LTD.
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Arminio Fraga Neto, Director
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Luiz Henrique Fraga, Director and Officer
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Amaury Guilherme Bier, Director
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CUSIP No. G25353107
|
SCHEDULE 13D/A
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Page 15 of 20 Pages
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GÁVEA GESTÃO DE INVESTIMENTOS LTDA.
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Arminio Fraga Neto, Officer
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Luiz Henrique Fraga, Officer
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Amaury Guilherme Bier, Officer
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André Luis Reis Dima Domingos, Officer
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André Monteiro D’Almeida Monteiro, Officer
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Edward Joaquim Amadeo, Officer
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Marcelo Pradez de Faria Stallone, Officer
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Bernardo Soares de Miranda Carvalho, Officer
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Eduardo Andrada do Amaral Rudge, Officer
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Gabriel Srour, Officer
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Maurício Magalhães, Officer
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Paola Maria Castellini Bonoldi, Officer
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3F ADMINISTRAÇÃO DE RECURSOS LTDA.
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Arminio Fraga Neto, Officer
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Luiz Henrique Fraga, Officer
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Amaury Guilherme Bier, Officer
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André Luis Reis Dima Domingos, Officer
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André Monteiro D’Almeida Monteiro, Officer
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Bernardo de Carvalho Meres, Officer
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Bernardo Soares de Miranda Carvalho, Officer
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Carlos Barros Jorge Neto, Officer
|
Christopher David Meyn, Officer
|
Diogo Aquino de Rezende Lopes, Officer
|
Edward Joaquim Amadeo, Officer
|
Eduardo Felipe da Silva Soares, Officer
|
Eduardo Andrada do Amaral Rudge, Officer
|
Gabriel Srour, Officer
|
Hélio França Filho, Officer
|
Luiz Eduardo da Silva Braga, Officer
|
Maurício Magalhães, Officer
|
Paola Maria Castellini Bonoldi, Officer
|
Piero Paolo Picchioni Minardi, Officer
|
Ricardo Schenker Wajnberg, Officer
|
Rodrigo Maciel de Sá Fiães, Officer
|
CUSIP No. G25353107
|
SCHEDULE 13D/A
|
Page 16 of 20 Pages
|
CUSIP No. G25353107
|
SCHEDULE 13D/A
|
Page 17 of 20 Pages
|
Trade Date
|
Shared Purchased (Sold)
|
Price Per Share ($)
|
1/12/11
|
(100,000)
|
14.44
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1/12/11
|
(7,500)
|
14.38
|
1/13/11
|
(200,000)
|
14.45
|
1/13/11
|
(7,500)
|
14.40
|
1/14/11 | (15,000) | 14.16 |
1/14/11 | (121,900) | 14.36 |
1/17/11 | (1,600) | 14.16 |
Trade Date
|
Shared Purchased (Sold)
|
Price Per Share ($)
|
11/18/10
|
(57,400)
|
13.09
|
11/18/10
|
(49)
|
12.85
|
12/01/10
|
(200)
|
13.14
|
12/23/10
|
(100)
|
13.24
|
12/27/10
|
(2,400)
|
13.13
|
1/13/11
|
(300)
|
14.25
|
CUSIP No. G25353107
|
SCHEDULE 13D/A
|
Page 18 of 20 Pages
|
GIF GESTÃO DE INVESTIMENTOS E PARTICIPAÇÕES LTDA.
|
|||
By:
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/s/ Luiz Henrique Fraga
|
||
Name: Luiz Henrique Fraga
|
|||
Title: Executive Officer
|
|||
GIF VENUS, LTD.
|
|||
By:
|
GÁVEA WEALTH MANAGEMENT LTD., as Director
|
||
By:
|
/s/ Luiz Henrique Fraga
|
||
Name: Luiz Henrique Fraga
|
|||
Title: Executive Officer
|
|||
Gávea Gestão de Investimentos Ltda.
|
|||
By:
|
/s/ Luiz Henrique Fraga
|
||
Name: Luiz Henrique Fraga
|
|||
Title: Executive Officer
|
|||
3F Administração de Recursos Ltda.
|
|||
By:
|
/s/ Luiz Henrique Fraga
|
||
Name: Luiz Henrique Fraga
|
|||
Title: Executive Officer
|
|||
/s/ Arminio Fraga Neto
|
|||
ARMINIO FRAGA NETO
|
|||
CUSIP No. G25353107
|
SCHEDULE 13D/A
|
Page 19 of 20 Pages
|
GIF GESTÃO DE INVESTIMENTOS E PARTICIPAÇÕES LTDA.
|
|||
By:
|
/s/ Luiz Henrique Fraga
|
||
Name: Luiz Henrique Fraga
|
|||
Title: Executive Officer
|
|||
GIF VENUS, LTD.
|
|||
By:
|
GÁVEA WEALTH MANAGEMENT LTD., as Director
|
||
By:
|
/s/ Luiz Henrique Fraga
|
||
Name: Luiz Henrique Fraga
|
|||
Title: Executive Officer
|
|||
Gávea Gestão de Investimentos Ltda.
|
|||
By:
|
/s/ Luiz Henrique Fraga
|
||
Name: Luiz Henrique Fraga
|
|||
Title: Executive Officer
|
|||
CUSIP No. G25353107
|
SCHEDULE 13D/A
|
Page 20 of 20 Pages
|
3F Administração de Recursos Ltda.
|
|||
By:
|
/s/ Luiz Henrique Fraga
|
||
Name: Luiz Henrique Fraga
|
|||
Title: Executive Officer
|
|||
/s/ Arminio Fraga Neto
|
|||
ARMINIO FRAGA NETO
|
|||