*
|
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.
|
CUSIP No. 72147K 108
|
Page 2 of 27 Pages
|
|||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOSÉ BATISTA SOBRINHO
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||||
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
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
194,990,667 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,990,667 (See Item 5)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 72147K 108
|
Page 3 of 27 Pages
|
|||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FLORA MENDONÇA BATISTA
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||||
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
194,990,667 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
194,990,667 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,990,667 (See Item 5)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.3% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 72147K 108
|
Page 4 of 27 Pages
|
|||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOSÉ BATISTA JÚNIOR
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||||
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
194,990,667 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
194,990,667 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,990,667 (See Item 5)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.3% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 72147K 108
|
Page 5 of 27 Pages
|
|||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
VALÉRIA BATISTA MENDONÇA RAMOS
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||||
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
194,990,667 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
194,990,667 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,990,667 (See Item 5)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.3% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 72147K 108
|
Page 6 of 27 Pages
|
|||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
VANESSA MENDONÇA BATISTA
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||||
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
194,990,667 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
194,990,667 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,990,667 (See Item 5)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.3% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 72147K 108
|
Page 7 of 27 Pages
|
|||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WESLEY MENDONÇA BATISTA
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||||
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
194,990,667 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
194,990,667 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,990,667 (See Item 5)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.3% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 72147K 108
|
Page 8 of 27 Pages
|
|||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOESLEY MENDONÇA BATISTA
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||||
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
194,990,667 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
194,990,667 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,990,667 (See Item 5)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.3% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 72147K 108
|
Page 9 of 27 Pages
|
|||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
VIVIANNE MENDONÇA BATISTA
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||||
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
194,990,667 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
194,990,667 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,990,667 (See Item 5)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.3% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP No. 72147K 108
|
Page 10 of 27 Pages
|
|||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JJBJ PARTICIPAÇÕES LTDA.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||||
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
194,990,667 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
194,990,667 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,990,667 (See Item 5)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.3% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 72147K 108
|
Page 11 of 27 Pages
|
|||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JJMB PARTICIPAÇÕES LTDA.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||||
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
194,990,667 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
194,990,667 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,990,667 (See Item 5)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.3% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 72147K 108
|
Page 12 of 27 Pages
|
|||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
VLBM PARTICIPAÇÕES LTDA.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||||
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
194,990,667 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
194,990,667 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,990,667 (See Item 5)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.3% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 72147K 108
|
Page 13 of 27 Pages
|
|||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
VNBM PARTICIPAÇÕES LTDA.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||||
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
194,990,667 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
194,990,667 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,990,667 (See Item 5)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.3% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 72147K 108
|
Page 14 of 27 Pages
|
|||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
VVMB PARTICIPAÇÕES LTDA.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||||
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
194,990,667 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
194,990,667 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,990,667 (See Item 5)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.3% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 72147K 108
|
Page 15 of 27 Pages
|
|||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WWMB PARTICIPAÇÕES LTDA.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||||
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
194,990,667 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
194,990,667 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,990,667 (See Item 5)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.3% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 72147K 108
|
Page 16 of 27 Pages
|
|||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ZMF PARTICIPAÇÕES LTDA.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||||
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
194,990,667 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
194,990,667 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,990,667 (See Item 5)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.3% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No. 72147K 108
|
Page 17 of 27 Pages
|
|||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J&F PARTICIPAÇÕES S.A.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||||
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
194,990,667 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
194,990,667 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,990,667 (See Item 5)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.3% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
CUSIP No. 72147K 108
|
Page 18 of 27 Pages
|
|||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ZMF FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||||
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
194,990,667 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
194,990,667 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,990,667 (See Item 5)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.3% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IV
|
CUSIP No. 72147K 108
|
Page 19 of 27 Pages
|
|||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JBS S.A.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||||
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
194,990,667 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
194,990,667 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,990,667 (See Item 5)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.3% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
CUSIP No. 72147K 108
|
Page 20 of 27 Pages
|
|||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JBS GLOBAL A/S
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Denmark
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||||
8
|
SHARED VOTING POWER
194,990,667 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
194,990,667 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,990,667 (See Item 5)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.3% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
CUSIP No. 72147K 108
|
Page 21 of 27 Pages
|
|||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JBS HUNGARY HOLDINGS KFT.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Hungary
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||||
8
|
SHARED VOTING POWER
194,990,667 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
194,990,667 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,990,667 (See Item 5)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.3% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
CUSIP No. 72147K 108
|
Page 22 of 27 Pages
|
|||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JBS USA HOLDINGS, INC.
I.R.S. Identification No. 20-1413756
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||||
8
|
SHARED VOTING POWER
194,990,667 (See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
194,990,667 (See Item 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,990,667 (See Item 5)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.3% (See Item 5)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
Item 1.
|
Security and Issuer
|
Item 3.
|
Source and Amount of Funds or Other Considerations
|
Item 4.
|
Purpose of Transaction
|
Item 5.
|
Interest in Securities of the Issuer
|
Item 7.
|
Material to Be Filed as Exhibits
|
1.
|
Joint Filing Agreement, dated as of January 7, 2010, among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Issuer’s Statement filed with the SEC on January 7, 2010).
|
|
2.
|
Stock Purchase Agreement, dated as of September 16, 2009, between Pilgrim’s Pride Corporation and JBS USA Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Issuer’s Form 8-K filed with the SEC on September 18, 2009).
|
|
3.
|
Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (As Modified) dated December 8, 2009 (incorporated by reference to Exhibit 99.1 to the Issuer’s Form 8-K filed with the SEC on December 10, 2009).
|
|
4.
|
Stockholders Agreement, dated as of December 28, 2009, between Pilgrim’s Pride Corporation and JBS USA Holdings, Inc. (incorporated by reference to Exhibit 4.1 to the Issuer’s Form 8-A filed with the SEC on December 28, 2009).
|
|
5.
|
Amended and Restated Certificate of Incorporation of Pilgrim’s Pride Corporation, filed with the Secretary of State of the State of Delaware on December 28, 2009 (incorporated by reference to Exhibit 3.1 to the Issuer’s Form 8-A filed with the SEC on December 28, 2009).
|
|
6.
|
Amended and Restated Corporate Bylaws of Pilgrim’s Pride Corporation, effective as of December 28, 2009 (incorporated by reference to Exhibit 3.2 to the Issuer’s Form 8-A filed with the SEC on December 28, 2009).
|
|
7.
|
Powers of Attorney for the Reporting Persons (incorporated by reference to Exhibit 99.7 to the Issuer’s Statement filed with the SEC on January 7, 2010).
|
|
8.
|
Letter Agreement, dated as of November 5, 2010, among JBS USA, Pilgrim Interests, Ltd., and Lonnie A. “Bo” Pilgrim (incorporated by reference to Exhibit 8 to the Issuer’s Statement filed with the SEC on November 8, 2010).
|
|
9.
|
Waiver to the Stockholders Agreement, dated November 4, 2010, between JBS USA and the Issuer (incorporated by reference to Exhibit 9 to the Issuer’s Statement filed with the SEC on November 8, 2010).
|
|
10.
|
Commitment Agreement, dated December 19, 2011, between JBS USA and the Issuer (incorporated by reference to Exhibit 10.1 to the Issuer’s Form S-3 filed with the SEC on December 19, 2011).
|
|
11.
|
Stock Purchase Agreement, dated as of March 12, 2012, among JBS USA, Pilgrim Interests, Ltd., Lonnie A. “Bo” Pilgrim, PFCP, Ltd., Patricia R. Pilgrim and Lonnie K. Pilgrim, as trustees of the Pilgrim Family Irrevocable Life Insurance Trust under agreement dated June 16, 1987 and Lonnie A. “Bo” Pilgrim and Lonnie K. Pilgrim, as trustees of the Pilgrim Family Irrevocable Life Insurance Trust II under agreement dated December 23, 1987 (filed herewith).
|
JBS USA HOLDINGS, INC.
|
|
By: /s/ Christopher Gaddis
|
|
Name: Christopher Gaddis
|
|
Title: Attorney in Fact
|
|
JBS HUNGARY HOLDINGS KFT.
|
|
By: /s/ Christopher Gaddis
|
|
Name: Christopher Gaddis
|
|
Title: Attorney in Fact
|
|
JBS GLOBAL A/S
|
|
By: /s/ Christopher Gaddis
|
|
Name: Christopher Gaddis
|
|
Title: Attorney in Fact
|
|
JBS S.A.
|
|
By: /s/ Christopher Gaddis
|
|
Name: Christopher Gaddis
|
|
Title: Attorney in Fact
|
|
ZMF FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES
|
|
By: /s/ Christopher Gaddis
|
|
Name: Christopher Gaddis
|
|
Title: Attorney in Fact
|
|
J&F PARTICIPAÇÕES S.A.
|
|
By: /s/ Christopher Gaddis
|
|
Name: Christopher Gaddis
|
|
Title: Attorney in Fact
|
|
JJBJ PARTICIPAÇÕES LTDA.
|
|
By: /s/ Christopher Gaddis
|
|
Name: Christopher Gaddis
|
|
Title: Attorney in Fact
|
JJMB PARTICIPAÇÕES LTDA.
|
|
By: /s/ Christopher Gaddis
|
|
Name: Christopher Gaddis
|
|
Title: Attorney in Fact
|
|
VLBM PARTICIPAÇÕES LTDA.
|
|
By: /s/ Christopher Gaddis
|
|
Name: Christopher Gaddis
|
|
Title: Attorney in Fact
|
|
VNBM PARTICIPAÇÕES LTDA.
|
|
By: /s/ Christopher Gaddis
|
|
Name: Christopher Gaddis
|
|
Title: Attorney in Fact
|
|
VVMB PARTICIPAÇÕES LTDA.
|
|
By: /s/ Christopher Gaddis
|
|
Name: Christopher Gaddis
|
|
Title: Attorney in Fact
|
|
WWMB PARTICIPAÇÕES LTDA.
|
|
By: /s/ Christopher Gaddis
|
|
Name: Christopher Gaddis
|
|
Title: Attorney in Fact
|
|
ZMF PARTICIPAÇÕES LTDA.
|
|
By: /s/ Christopher Gaddis
|
|
Name: Christopher Gaddis
|
|
Title: Attorney in Fact
|
|
VIVIANNE MENDONÇA BATISTA
|
|
By: /s/ Christopher Gaddis
|
|
Name: Christopher Gaddis
|
|
Title: Attorney in Fact
|
|
JOESLEY MENDONÇA BATISTA
|
|
By: /s/ Christopher Gaddis
|
|
Name: Christopher Gaddis
|
|
Title: Attorney in Fact
|
WESLEY MENDONÇA BATISTA
|
|
By: /s/ Christopher Gaddis
|
|
Name: Christopher Gaddis
|
|
Title: Attorney in Fact
|
|
VANESSA MENDONÇA BATISTA
|
|
By: /s/ Christopher Gaddis
|
|
Name: Christopher Gaddis
|
|
Title: Attorney in Fact
|
|
VALÉRIA BATISTA MENDONÇA RAMOS
|
|
By: /s/ Christopher Gaddis
|
|
Name: Christopher Gaddis
|
|
Title: Attorney in Fact
|
|
JOSÉ BATISTA JÚNIOR
|
|
By: /s/ Christopher Gaddis
|
|
Name: Christopher Gaddis
|
|
Title: Attorney in Fact
|
|
FLORA MENDONÇA BATISTA
|
|
By: /s/ Christopher Gaddis
|
|
Name: Christopher Gaddis
|
|
Title: Attorney in Fact
|
|
JOSÉ BATISTA SOBRINHO
|
|
By: /s/ Christopher Gaddis
|
|
Name: Christopher Gaddis
|
|
Title: Attorney in Fact
|