SEC Form SC 13D/A filed by Pilgrim's Pride Corporation (Amendment)
$PPC
Meat/Poultry/Fish
Consumer Staples
CUSIP No. 72147K 108
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
PILGRIM’S PRIDE CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
72147K 108
(CUSIP Number)
JBS USA HOLDING LUX S.À R.L.
Avenue de La Gare - 8-10
1610 Luxembourg
Grand-Duchy of Luxembourg
+ 352 285 6803
with a copy to:
Jeremiah O'Callaghan
JBS S.A.
Avenida Marginal Direita do Tietê, 500, Bloco 1, 3 andar
São Paulo, SP, Brazil 05118-100
+55 11 3144-7798
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 12, 2021
(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-1(f) or 240.13d-1(g) check the following box.
☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to
whom copies are to be sent.
* 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. 72147K 108
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
WESLEY MENDONÇA BATISTA
|
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|||
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
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||||
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3
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SEC USE ONLY
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||
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|||
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||||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||
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OO
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|||
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||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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|
☒
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||
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||||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
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Brazil
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|
|
|||
|
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|
||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
195,445,936 (See Item 5)
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|||
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||||
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9
|
SOLE DISPOSITIVE POWER
|
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||
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0
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|||
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||||
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10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
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||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☐
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||
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||||
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|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
80.2% (See Item 5)
|
|
|
|||
|
|
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||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
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||
|
IN
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|
|
|||
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|
|
||||
CUSIP No. 72147K 108
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
JOESLEY MENDONÇA BATISTA
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
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||
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|||
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||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
80.2% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
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|
|
||||
CUSIP No. 72147K 108
|
1
|
NAMES OF REPORTING PERSONS
|
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||
|
J&F INVESTIMENTOS S.A.
|
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|
|||
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||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
80.2% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
CUSIP No. 72147K 108
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
JBS S.A.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
80.2% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
CUSIP No. 72147K 108
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
JBS INVESTMENTS LUXEMBOURG SA
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Luxembourg
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
80.2% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
CUSIP No. 72147K 108
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
JBS GLOBAL LUXEMBOURG S.À R.L.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Luxembourg
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
80.2% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
CUSIP No. 72147K 108
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
JBS HOLDING LUXEMBOURG S.À R.L.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Luxembourg
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
80.2% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
CUSIP No. 72147K 108
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
JBS GLOBAL MEAT HOLDINGS PTY. LTD.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Australia
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
80.2% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
CUSIP No. 72147K 108
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
JBS USA HOLDING LUX S.À R.L.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Luxembourg
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
80.2% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
CUSIP No. 72147K 108
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
JBS USA LUX S.A.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Luxembourg
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
80.2% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
CUSIP No. 72147K 108
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
JBS ANSEMBOURG HOLDING S.À R.L.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Luxembourg
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
80.2% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
CUSIP No. 72147K 108
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
JBS LUXEMBOURG S.À R.L.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Luxembourg
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
80.2% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
CUSIP No. 72147K 108
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
JBS USA FOOD COMPANY HOLDINGS
I.R.S. Identification No. 58-1034573 |
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
80.2% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
CUSIP No. 72147K 108
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
JBS USA FOOD COMPANY
I.R.S. Identification No. 81-0775570 |
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
80.2% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
CUSIP No. 72147K 108
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
JBS WISCONSIN PROPERTIES, LLC
I.R.S. Identification No. 39-1993214 |
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Wisconsin
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
195,445,936 (See Item 5)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
80.2% (See Item 5)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO (See Item 2)
|
|
|
|||
|
|
|
||||
Item 1. Security and Issuer
This Amendment No. 8 (this “Amendment No. 8”) amends and supplements the Statement on Schedule 13D previously filed with the Securities and Exchange Commission (the “SEC”) on January 7, 2010, as amended
on November 8, 2010, on January 3, 2012, on March 1, 2012, on March 7, 2012, on March 13, 2012, on December 28, 2015 and on December 30, 2015 (the “Statement”), with respect to Common Stock, par value $0.01 per share (the “Common Stock”),
of Pilgrim’s Pride Corporation, a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 1770 Promontory Circle, Greeley, Colorado 80634-9038. Capitalized terms used herein and not otherwise defined have
the meanings assigned to such terms in the Statement. Except as otherwise provided herein, each Item of the Statement remains unchanged.
Item 2. Identity and Background
Item 2 of the Statement is hereby amended and replaced in its entirety as follows:
This Statement is being filed jointly by Wesley Mendonça Batista, Joesley Mendonça Batista, J&F Investimentos S.A. (“J&FI”), JBS S.A. (“JBS Brazil”), JBS Investments Luxembourg SA (“JBS
Investments Luxembourg”), JBS Global Luxembourg S.à r.l. (“JBS Global Luxembourg”), JBS Holding Luxembourg S.à r.l. (“JBS Holding Luxembourg”), JBS Global Meat Holdings Pty. Ltd. (“JBS Global Meat”), JBS USA Holding Lux
S.à r.l. (“JBS USA Holding Lux”), JBS USA Lux S.A. (“JBS USA Lux”), JBS Ansembourg Holding S.à r.l. (“JBS Ansembourg”), JBS Luxembourg S.à r.l. (“JBS Luxembourg”), JBS USA Food Company Holdings (“JBS USA FC Holdings”),
JBS USA Food Company (“JBS USA FC”) and JBS Wisconsin Properties, LLC (“JBS Wisconsin”) (each a “Reporting Person” and, collectively, the “Reporting Persons”). Wesley Mendonça Batista and Joesley Mendonça Batista are
sometimes referred to herein as the “Batistas.”
JBS Wisconsin, a Wisconsin limited liability company, has its principal office at 1770 Promontory Circle, Greeley, Colorado 80634-9038. JBS Wisconsin’s principal business is holding certain subsidiaries of JBS USA FC.
All of the issued and outstanding membership interests of JBS Wisconsin are owned by JBS USA FC.
JBS USA FC, a corporation organized under the laws of Delaware, has its principal office at 1770 Promontory Circle, Greeley, Colorado 80634-9038. JBS USA FC’s principal business is processing, preparing, packaging and
delivering beef, pork and chicken products to customers. All of the issued and outstanding stock of JBS USA FC is owned by JBS USA FC Holdings.
JBS USA FC Holdings, a corporation organized under the laws of Delaware, has its principal office at 1770 Promontory Circle, Greeley, Colorado 80634-9038. JBS USA FC Holding’s principal business is holding all of the
issued and outstanding stock of JBS USA FC. All of the issued and outstanding stock of JBS USA FC Holdings is owned by JBS Luxembourg.
JBS Luxembourg, a Luxembourg private limited liability company, has its principal office at Avenue de La Gare - 8-10, postcode: -1610, Luxembourg, Grand-Duchy of Luxembourg. JBS Luxembourg’s principal business is
holding certain subsidiaries of JBS Ansembourg. All of the issued and outstanding shares of JBS Luxembourg are owned by JBS Ansembourg.
JBS Ansembourg, a Luxembourg private limited liability company, has its principal office at Avenue de La Gare - 8-10, postcode: 1610, Luxembourg, Grand-Duchy of Luxembourg. JBS Ansembourg’s principal business is
holding certain subsidiaries of JBS USA Lux. All of the issued and outstanding shares of JBS Ansembourg are owned by JBS USA Lux.
JBS USA Lux, a Luxembourg public limited liability company, has its principal office at Avenue de La Gare - 8-10postcode: 1610, Luxembourg, Grand-Duchy of Luxembourg. JBS USA Lux’s principal business is holding certain
subsidiaries of JBS USA Holding Lux. All of the issued and outstanding shares of JBS USA Lux are owned by JBS USA Holding Lux.
JBS USA Holding Lux, a Luxembourg private limited liability company, has its principal office at Avenue de La Gare - 8-10, postcode: 1610, Luxembourg, Grand-Duchy of Luxembourg. JBS USA Holding Lux’s principal business
is holding all of the issued and outstanding share capital of JBS USA Lux. All of the issued and outstanding shares of JBS USA Holding Lux are owned by JBS Global Meat.
JBS Global Meat, an Australian proprietary limited company, has its principal office at Stroombaan 16, 5th Floor 1181 VX, Amstelveen, Netherlands. JBS Global Meat’s principal business is holding all of the issued and
outstanding share capital of JBS USA Holding Lux. All of the issued and outstanding shares of JBS Global Meat are owned by JBS Holding Luxembourg and JBS Global Luxembourg.
JBS Holding Luxembourg, a Luxembourg private limited liability company, has its principal office at Avenue de La Gare - 8-10, postcode: 1610, Luxembourg, Grand-Duchy of Luxembourg. JBS Holding Luxembourg’s principal
business is holding shares of JBS Global Meat. All of the issued and outstanding shares of JBS Holding Luxembourg are owned by JBS Global Luxembourg.
JBS Global Luxembourg, a Luxembourg private limited company, has its principal office at Avenue de La Gare - 8-10, postcode: 1610, Luxembourg, Grand-Duchy of Luxembourg. JBS Global Luxembourg’s principal business is
holding certain indirect subsidiaries of JBS Brazil. All of the issued and outstanding shares of JBS Global Luxembourg are owned by JBS Investments Luxembourg.
JBS Investments Luxembourg, a Luxembourg public limited liability company, has its principal office at Avenue de La Gare - 8-10, postcode: 1610, Luxembourg, Grand-Duchy of Luxembourg. JBS Investments Luxembourg’s
principal business is holding shares of JBS Global Luxembourg. All of the issued and outstanding shares of JBS Investments Luxembourg are owned by JBS Brazil.
JBS Brazil, a Brazilian corporation, has its principal office at Avenida Marginal Direita do Tietê, 500, Bloco I, 3 andar, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil. JBS Brazil’s principal business is
processing, preparing, packaging and delivering beef, pork and chicken products to customers. Approximately 44.24% of JBS Brazil’s stock is owned by J&FI. In accordance with Brazilian corporate law, J&FI is considered the controlling
shareholder of JBS Brazil.
J&FI, a Brazilian corporation, has its principal office at Avenida Marginal Direita do Tietê, 500, Bloco I, 1 andar, A, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil. J&FI’s principal business is
holding stock of certain companies controlled by the Batistas. The Batistas control all of the issued and outstanding shares of J&FI through their direct and indirect ownership of J&FI’s four shareholders, JJMB Participações Ltda., ZMF
Participações Ltda., WWMB Participações Ltda. and Pinheiros Fundo de Investimento em Participações Multiestratégia.
Joesley Mendonça Batista is an individual with Brazilian citizenship whose business address is Avenida Marginal Direita do Tietê, 500, Bloco I, 1 andar - A, sala nº 03, Vila Jaguara, postcode: 05118-100, São Paulo, SP,
Brazil. His principal occupation is shareholder of the J&FI Group (as defined below).
Wesley Mendonça Batista is an individual with Brazilian citizenship whose business address is Avenida Marginal Direita do Tietê, 500, Bloco I, 1 andar - A, sala nº 04, Vila Jaguara, postcode: 05118-100, São Paulo, SP,
Brazil. His principal occupation is shareholder of the J&FI Group.
Set forth on Schedules I through XIII attached to Amendment No. 8 to this Statement (“Amendment No. 8”), and incorporated herein by reference, are the (a) name, (b) citizenship, (c) residence or business address
and (d) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted with respect to each of the directors and executive officers, to the
extent applicable, of JBS Wisconsin, JBS USA FC, JBS USA FC Holdings, JBS Luxembourg, JBS Ansembourg, JBS USA Lux, JBS USA Holding Lux, JBS Global Meat, JBS Holding Luxembourg, JBS Global Luxembourg, JBS Investments Luxembourg, JBS Brazil and
J&FI.
Except as described below, during the last five years, none of the Reporting Persons or, to the best of the Reporting Persons’ knowledge, any person named in any of Schedules I through XIII attached to Amendment No. 8
has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) 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.
On May 3, 2017, certain officers of J&FI and of the companies controlled by J&FI (including JBS Brazil and the Reporting Persons that are subsidiaries of JBS Brazil) (collectively, the “J&FI Group”),
including the Batistas and Francisco de Assis e Silva, who were senior executives or board members of J&FI and other J&FI Group companies, entered into cooperation agreements (acordos de colaboração)
(the “Cooperation Agreements”) with the Office of the Prosecutor General of Brazil (Procuradoria-Geral da República) in connection with the execution of certain illicit conduct by J&FI and such
individuals acting in their capacity as J&FI Group executives. The annexes to the Cooperation Agreements include admissions of improper payments to politicians and political parties in Brazil during a ten-year period in exchange for receiving,
or attempting to receive, favorable treatment for certain J&FI Group companies in Brazil.
On June 5, 2017, J&FI, for itself and as the controlling shareholder of the J&FI Group companies, entered into a leniency agreement (the “Leniency Agreement”) with the Brazilian Federal Prosecution
Service (Ministério Público Federal), whereby J&FI assumed responsibility for the conduct that was described in the annexes to the Cooperation Agreements. In connection with the Leniency Agreement,
J&FI agreed to pay a fine of R$8.0 billion and to contribute an additional R$2.3 billion in social projects in Brazil, adjusted for inflation, over a 25-year period.
Various proceedings by Brazilian governmental authorities, including criminal proceedings, remain pending against J&FI and certain of its former or current officers seeking to invalidate the Cooperation Agreements
and/or impose more severe penalties for additional alleged illicit conduct that was not disclosed in the annexes to the Cooperation Agreements.
On October 14, 2020, J&FI, JBS Brazil and the Batistas entered into a settlement agreement (the “SEC Settlement”) with the SEC. Under the SEC Settlement, the SEC issued an Order Instituting Cease-and-Desist
Proceedings Pursuant to Section 21C of the Exchange Act (the “SEC Order”) finding securities law violations by such parties that resulted in the Issuer failing to maintain accurate books and records and internal accounting controls.
According to the SEC Order, the violations, which related to certain intercompany transactions from 2009 to 2015, were unbeknownst to the management of the Issuer.
On October 14, 2020, J&FI reached an agreement (the “J&FI Plea Agreement”), with the U.S. Department of Justice regarding violations stemming from the same facts and conduct that were the subject of the
Leniency Agreement and the Cooperation Agreements. Pursuant to the J&FI Plea Agreement, J&FI pled guilty to one count of conspiracy to violate the U.S. Foreign Corrupt Practices Act. The J&FI Plea Agreement imposed a fine of US$256.5
million, and J&FI was required to make a payment of US$128.2 million under the J&FI Plea Agreement (due to J&FI receiving a 50% credit for amounts paid to Brazilian authorities).
The Reporting Persons have entered into a Joint Filing Agreement, dated as of August 13, 2021, which is included as Exhibit 99.1 to Amendment No. 8, pursuant to which they have agreed to file Amendment No. 8 and any
further amendments to the Statement jointly in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 3. Source and Amount of Funds or Other Considerations
Item 3 of the Statement is hereby amended and supplemented by the addition of the following:
JBS Brazil anticipates that $26.50 per share of Common Stock will be expended in acquiring all of the outstanding shares of Common Stock not already owned by JBS Brazil and its subsidiaries. JBS Brazil anticipates that
the acquisition of the shares would be funded with cash on hand, but may consider debt financing alternatives. The information set forth in Item 4 of this Statement is hereby incorporated by reference in this Item 3.
Item 4. Purpose of Transaction
Item 4 of the Statement is hereby amended and supplemented by the addition of the following:
On August 12, 2021, JBS Brazil delivered to the board of directors of the Issuer (the “Issuer’s Board”) a letter setting forth a proposal to acquire all of the outstanding shares of Common Stock that are not
owned by JBS Brazil or its subsidiaries for a purchase price of $26.50 per share in cash (the “Proposal”). A copy of the Proposal is filed as Exhibit 99.2 to Amendment No. 8, and the information set forth in the Proposal is incorporated by
reference herein. On August 12, 2021, JBS Brazil issued a press release in connection with the Proposal, a copy of which is filed as Exhibit 99.3 to Amendment No. 8.
JBS Brazil indicated in the Proposal that it expects that a fully empowered special committee of independent and disinterested directors appointed by the Issuer’s Board (the “Special Committee”) will consider
the Proposal and make a recommendation to the Issuer’s Board. JBS Brazil also stated in the Proposal that it will not move forward with the transaction contemplated by the Proposal unless the proposed transaction is approved by the Special
Committee, advised by independent legal and financial advisors, and that the proposed transaction will be subject to a non-waivable condition requiring the approval of a majority of the aggregate voting power represented by the shares of Common
Stock that are not owned by JBS Brazil or its affiliates.
The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of
the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Common Stock from the Nasdaq Global Select Market and other material changes in the Issuer’s business or corporate structure.
No assurances can be given that the transaction contemplated by the Proposal or any other potential transaction involving JBS Brazil (or any other Reporting Person) and the Issuer will be consummated, or, if a
transaction is undertaken, as to its terms or timing. JBS Brazil reserves the right to modify or withdraw the Proposal at any time. JBS Brazil reserves the right to formulate other plans or make other proposals which could result in one or more of
the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time.
Item 5. Interest in Securities of the Issuer
Item 5 of the Statement is hereby amended and replaced in its entirety as follows:
(a) and (b)
The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of Amendment No. 8 and the information set forth in Item 4 of this Statement are hereby incorporated by reference in this Item 5. As a
result of the ownership structure and other relationships described in Item 2 of the Statement, each of the Reporting Persons is the beneficial owner, with shared voting and dispositive power with the other Reporting Persons, of 195,445,936 shares
of Common Stock, of which JBS Wisconsin is the direct beneficial owner, that were acquired in connection with the Purchase Agreement and Contribution Agreement. The percentage of the class of securities identified pursuant to Item 1 beneficially
owned by each Reporting Person is based on 243,675,522 shares of Common Stock outstanding as of July 28, 2021.
Except as disclosed in this Statement, none of the Reporting Persons or, to the best of the Reporting Persons’ knowledge, any of the persons listed in Schedules I through XIII attached to Amendment No. 8, beneficially
owns any shares of Common Stock or has the right to acquire any shares of Common Stock.
Except as disclosed in this Statement, none of the Reporting Persons or, to the best of the Reporting Persons’ knowledge, any of the persons listed in Schedules I through XIII attached to Amendment No. 8, presently has
the power to vote or to direct the vote or to dispose or direct the disposition of any of the shares of Common Stock that they may be deemed to beneficially own.
As of the date hereof, each Reporting Person disclaims beneficial ownership of the shares reported on this Statement, except to the extent of such Reporting Person’s respective pecuniary interest therein.
(c) Except as described herein, none of the Reporting Persons or, to the best of their knowledge, any of the persons listed in Schedules I through XIII attached to Amendment No. 8, has effected any transaction in any
of the shares of Common Stock during the past 60 days.
(d) Except as described herein, to the best knowledge of the Reporting Persons, no persons other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of the shares to which this Statement relates.
(e) Not Applicable.
Item 7. Material to Be Filed as Exhibits
Item 7 of the Statement is hereby amended and supplemented by the addition of the following exhibits to this Amendment No. 8:
|
99.1
|
Joint Filing Agreement, dated as of August 13, 2021, among the Reporting Persons
|
|
|
99.2
|
Proposal letter, dated August 12, 2021, from JBS S.A. to the board of directors of the Issuer
|
|
|
99.3
|
Press release, issued August 12, 2021
|
|
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: August 13, 2021
|
JBS WISCONSIN PROPERTIES, LLC
|
||||
|
By:
|
/s/ Denilson Molina
|
|||
|
Name:
|
Denilson Molina
|
|||
|
Title:
|
Officer
|
|||
|
JBS USA FOOD COMPANY
|
||||
|
By:
|
/s/ Denilson Molina
|
|||
|
Name:
|
Denilson Molina
|
|||
|
Title:
|
Officer
|
|||
|
JBS USA FOOD COMPANY HOLDINGS
|
||||
|
By:
|
/s/ Denilson Molina
|
|||
|
Name:
|
Denilson Molina
|
|||
|
Title:
|
Officer
|
|||
|
JBS LUXEMBOURG S.À R.L.
|
||||
|
By:
|
/s/ Jeremiah O’Callaghan
|
|||
|
Name:
|
Jeremiah O’Callaghan
|
|||
|
Title:
|
Manager
|
|||
|
JBS ANSEMBOURG HOLDING S.À R.L.
|
||||
|
By:
|
/s/ Jeremiah O’Callaghan
|
|||
|
Name:
|
Jeremiah O’Callaghan
|
|||
|
Title:
|
Manager
|
|||
|
JBS USA LUX S.A.
|
||||
|
By:
|
/s/ Jeremiah O’Callaghan
|
|||
|
Name:
|
Jeremiah O’Callaghan
|
|||
|
Title:
|
Manager
|
|||
|
JBS USA HOLDING LUX S.À R.L.
|
||||
|
By:
|
/s/ Jeremiah O’Callaghan
|
|||
|
Name:
|
Jeremiah O’Callaghan
|
|||
|
Title:
|
Manager
|
|||
|
JBS GLOBAL MEAT HOLDINGS PTY LTD.
|
||||
|
By:
|
/s/ Lucas Ebram Vilhena de Moraes
|
|||
|
Name:
|
Lucas Ebram Vilhena de Moraes
|
|||
|
Title:
|
Director
|
|||
|
JBS HOLDING LUXEMBOURG S.À R.L.
|
||||
|
By:
|
/s/ Jeremiah O’Callaghan
|
|||
|
Name:
|
Jeremiah O’Callaghan
|
|||
|
Title:
|
Manager
|
|||
|
JBS GLOBAL LUXEMBOURG S.À R.L.
|
||||
|
By:
|
/s/ Jeremiah O’Callaghan
|
|||
|
Name:
|
Jeremiah O’Callaghan
|
|||
|
Title:
|
Manager
|
|||
|
JBS INVESTMENTS LUXEMBOURG SA
|
||||
|
By:
|
/s/ Jeremiah O’Callaghan
|
|||
|
Name:
|
Jeremiah O’Callaghan
|
|||
|
Title:
|
Manager
|
|||
|
JBS S.A.
|
||||
|
By:
|
/s/ Jeremiah O’Callaghan
|
|||
|
Name:
|
Jeremiah O’Callaghan
|
|||
|
Title:
|
Officer
|
|||
|
By:
|
/s/ Guilherme Perboyre Cavalcanti
|
|||
|
Name:
|
Guilherme Perboyre Cavalcanti
|
|||
|
Title:
|
Investor Relations and Chief Financial Officer
|
|||
|
J&F INVESTIMENTOS S.A.
|
||||
|
By:
|
/s/ Aguinaldo Gomes Ramos Filho
|
|||
|
Name:
|
Aguinaldo Gomes Ramos Filho
|
|||
|
Title:
|
Officer
|
|||
|
JOESLEY MENDONÇA BATISTA
|
||||
|
|
/s/ Joesley Mendonça Batista |
|||
|
WESLEY MENDONÇA BATISTA
|
||||
|
|
/s/ Wesley Mendonça Batista | |||
SCHEDULE I
Name, business address and present principal occupation or
employment of the executive officers of
JBS Wisconsin Properties, LLC
|
DIRECTORS
Name
|
Citizenship
|
Residence or Business Address
|
Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted
|
|||
|
Gilberto Tomazoni
|
Brazil
|
Avenida Marginal Direita do Tietê, 500, Bloco I, 3 andar, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil
|
Chief Executive Officer of JBS S.A.
Information concerning the principal business and principal address of JBS S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule I.
|
|||
|
Denilson Molina
|
Brazil
|
1770 Promontory Circle, Greeley, Colorado 80634
|
Chief Financial Officer of JBS USA Food Company
Information concerning the principal business and principal address of JBS USA Food Company, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule I.
|
|||
|
André Nogueira de Souza
|
Brazil
|
1770 Promontory Circle, Greeley, Colorado 80634
|
President and Chief Executive Officer of JBS USA Food Company.
Information concerning the principal business and principal address of JBS USA Food Company, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule I.
|
|
EXECUTIVE OFFICERS
Name
|
Citizenship
|
Residence or Business Address
|
Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted
|
|||
|
André Nogueira de Souza
|
Brazil
|
1770 Promontory Circle, Greeley, Colorado 80634
|
President and Chief Executive Officer of JBS USA Food Company.
Information concerning the principal business and principal address of JBS USA Food Company, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule I.
|
|||
|
Denilson Molina
|
Brazil
|
1770 Promontory Circle, Greeley, Colorado 80634
|
Chief Financial Officer of JBS USA Food Company.
Information concerning the principal business and principal address of JBS USA Food Company, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule I.
|
|||
|
Andrea Riva
|
Brazil
|
1770 Promontory Circle, Greeley, Colorado 80634
|
Chief Accounting Officer of JBS USA Food Company.
Information concerning the principal business and principal address of JBS USA Food Company, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule I.
|
|||
|
Diego Pirani
|
Brazil
|
1770 Promontory Circle, Greeley, Colorado 80634
|
Secretary and Treasurer of JBS USA Food Company.
Information concerning the principal business and principal address of JBS USA Food Company, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule I.
|
|||
|
Todd Anderson
|
USA
|
1770 Promontory Circle, Greeley, Colorado 80634
|
Head of Tax of JBS USA Food Company.
Information concerning the principal business and principal address of JBS USA Food Company, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule I.
|
|||
|
Chris Gaddis
|
USA
|
1770 Promontory Circle, Greeley, Colorado 80634
|
Head of Human Resources of JBS USA Food Company.
Information concerning the principal business and principal address of JBS USA Food Company, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule I.
|
SCHEDULE II
Name, business address and present principal occupation or employment of the directors and executive officers of
JBS USA Food Company
|
DIRECTORS
Name
|
Citizenship
|
Residence or Business Address
|
Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted
|
|||
|
Gilberto Tomazoni
|
Brazil
|
Avenida Marginal Direita do Tietê, 500, Bloco I, 3 andar, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil
|
Chief Executive Officer of JBS S.A.
Information concerning the principal business and principal address of JBS S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule II.
|
|||
|
Denilson Molina
|
Brazil
|
1770 Promontory Circle, Greeley, Colorado 80634
|
Chief Financial Officer of JBS USA Food Company
Information concerning the principal business and principal address of JBS USA Food Company, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule II.
|
|||
|
André Nogueira de Souza
|
Brazil
|
1770 Promontory Circle, Greeley, Colorado 80634
|
President and Chief Executive Officer of JBS USA Food Company.
Information concerning the principal business and principal address of JBS USA Food Company, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule II.
|
|
EXECUTIVE OFFICERS
Name
|
Citizenship
|
Residence or Business Address
|
Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted
|
|||
|
André Nogueira de Souza
|
Brazil
|
1770 Promontory Circle, Greeley, Colorado 80634
|
President and Chief Executive Officer of JBS USA Food Company.
Information concerning the principal business and principal address of JBS USA Food Company, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule II.
|
|||
|
Denilson Molina
|
Brazil
|
1770 Promontory Circle, Greeley, Colorado 80634
|
Chief Financial Officer of JBS USA Food Company.
Information concerning the principal business and principal address of JBS USA Food Company, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule II.
|
|||
|
Andrea Riva
|
USA
|
1770 Promontory Circle, Greeley, Colorado 80634
|
Chief Accounting Officer of JBS USA Food Company.
Information concerning the principal business and principal address of JBS USA Food Company, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule II.
|
|||
|
Diego Pirani
|
Brazil
|
1770 Promontory Circle, Greeley, Colorado 80634
|
Secretary and Treasurer of JBS USA Food Company.
Information concerning the principal business and principal address of JBS USA Food Company, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule II.
|
|||
|
Todd Anderson
|
USA
|
1770 Promontory Circle, Greeley, Colorado 80634
|
Head of Tax of JBS USA Food Company.
Information concerning the principal business and principal address of JBS USA Food Company, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule II.
|
|||
|
Chris Gaddis
|
USA
|
1770 Promontory Circle, Greeley, Colorado 80634
|
Head of Human Resources of JBS USA Food Company.
Information concerning the principal business and principal address of JBS USA Food Company, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule II.
|
SCHEDULE III
Name, business address and present principal occupation or employment of the directors and executive officers of
JBS USA Food Company Holdings
|
DIRECTORS
Name
|
Citizenship
|
Residence or Business Address
|
Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted
|
|||
|
Gilberto Tomazoni
|
Brazil
|
Avenida Marginal Direita do Tietê, 500, Bloco I, 3 andar, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil
|
Chief Executive Officer of JBS S.A.
Information concerning the principal business and principal address of JBS S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule III.
|
|||
|
Denilson Molina
|
Brazil
|
1770 Promontory Circle, Greeley, Colorado 80634
|
Chief Financial Officer of JBS USA Food Company
Information concerning the principal business and principal address of JBS USA Food Company set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule III.
|
|||
|
André Nogueira de Souza
|
Brazil
|
1770 Promontory Circle, Greeley, Colorado 80634
|
President and Chief Executive Officer of JBS USA Food Company.
Information concerning the principal business and principal address of JBS USA Food Company, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule III.
|
|
EXECUTIVE OFFICERS
Name
|
Citizenship
|
Residence or Business Address
|
Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted
|
|||
|
André Nogueira de Souza
|
Brazil
|
1770 Promontory Circle, Greeley, Colorado 80634
|
President and Chief Executive Officer of JBS USA Food Company.
Information concerning the principal business and principal address of JBS USA Food Company, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule III.
|
|||
|
Denilson Molina
|
Brazil
|
1770 Promontory Circle, Greeley, Colorado 80634
|
Chief Financial Officer of JBS USA Food Company.
Information concerning the principal business and principal address of JBS USA Food Company, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule III.
|
|||
|
Andrea Riva
|
USA
|
1770 Promontory Circle, Greeley, Colorado 80634
|
Chief Accounting Officer of JBS USA Food Company.
Information concerning the principal business and principal address of JBS USA Food Company, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule III.
|
|||
|
Diego Pirani
|
Brazil
|
1770 Promontory Circle, Greeley, Colorado 80634
|
Secretary and Treasurer of JBS USA Food Company.
Information concerning the principal business and principal address of JBS USA Food Company, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule III.
|
|||
|
Todd Anderson
|
USA
|
1770 Promontory Circle, Greeley, Colorado 80634
|
Head of Tax of JBS USA Food Company.
Information concerning the principal business and principal address of JBS USA Food Company, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule III.
|
|||
|
Chris Gaddis
|
USA
|
1770 Promontory Circle, Greeley, Colorado 80634
|
Head of Human Resources of JBS USA Food Company.
Information concerning the principal business and principal address of JBS USA Food Company, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule III.
|
SCHEDULE IV
Name, business address and present principal occupation or employment of the managers of
JBS Luxembourg S.à r.l.
|
MANAGERS
Name
|
Citizenship
|
Residence or Business Address
|
Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted
|
|||
|
Jeremiah O’Callaghan
|
Ireland
|
Avenida Marginal Direita do Tietê, 500, Bloco I, 3 andar, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil
|
Chairman and Officer of JBS S.A.
Information concerning the principal business and principal address of JBS S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule IV.
|
|||
|
Jose Eduardo Tobaldini Jardim
|
Brazil
|
Avenue de La Gare - 8-10, postcode 1610, Luxembourg – Luxembourg
|
Officer of JBS Investments Luxembourg SA.
Information concerning the principal business and principal address of JBS Investments Luxembourg SA, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule IV.
|
SCHEDULE V
Name, business address and present principal occupation or employment of the managers of
JBS Ansembourg Holding S.à r.l.
|
MANAGERS
Name
|
Citizenship
|
Residence or Business Address
|
Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted
|
|||
|
Jeremiah O’ Callaghan
|
Ireland
|
Avenida Marginal Direita do Tietê, 500, Bloco I, 3 andar, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil
|
Chairman and Officer of JBS S.A.
Information concerning the principal business and principal address of JBS S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule V.
|
|||
|
Jose Eduardo Tobaldini Jardim
|
Brazil
|
Avenue de La Gare - 8-10, postcode 1610, Luxembourg – Luxembourg
|
Officer of JBS Investments Luxembourg SA.
Information concerning the principal business and principal address of JBS Investments Luxembourg SA, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule V.
|
SCHEDULE VI
Name, business address and present principal occupation or employment of the managers of
JBS USA Lux S.A.
|
MANAGERS
Name
|
Citizenship
|
Residence or Business Address
|
Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted
|
|||
|
Jeremiah O’ Callaghan
|
Ireland
|
Avenida Marginal Direita do Tietê, 500, Bloco I, 3 andar, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil
|
Chairman and Officer of JBS S.A.
Information concerning the principal business and principal address of JBS S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule VI.
|
|||
|
Aidan Foley
|
Ireland
|
Avenue de La Gare - 8-10, postcode 1610, Luxembourg - Luxembourg
|
Chief Executive Officer of Centralis Group. Centralis Group’s principal business is providing outsourced corporate services and its principal office is located at Avenue de La Gare - 8-10, postcode 1016, Luxembourg – Luxembourg.
|
SCHEDULE VII
Name, business address and present principal occupation or employment of the managers of
JBS USA Holding Lux S.à r.l.
|
MANAGERS
Name
|
Citizenship
|
Residence or Business Address
|
Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted
|
|||
|
Jeremiah O’ Callaghan
|
Ireland
|
Avenida Marginal Direita do Tietê, 500, Bloco I, 3 andar, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil
|
Chairman and Officer of JBS S.A.
Information concerning the principal business and principal address of JBS S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule VII.
|
|||
|
Jose Eduardo Tobaldini Jardim
|
Brazil
|
Avenue de La Gare - 8-10, postcode 1610, Luxembourg – Luxembourg
|
Officer of JBS Investments Luxembourg SA.
Information concerning the principal business and principal address of JBS Investments Luxembourg SA, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule VII.
|
SCHEDULE VIII
Name, business address and present principal occupation or employment of the directors and executive officers of
JBS Global Meat Holdings Pty. Ltd.
|
DIRECTORS
Name
|
Citizenship
|
Residence or Business Address
|
Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted
|
|||
|
Edison Alvares
|
Brazil/Australia
|
1 Lock Way, Riverview, postcode: 4303, Queensland, Australia
|
Chief Financial Officer of JBS Australia Pty Limited.
JBS Australia Pty Limited’s principal business is processing, packing, and exporting meat products to customers, and its principal office is located at 1 Lock Way, Riverview, postcode: 4303, Queensland, Australia.
|
|||
|
André Nogueira de Souza
|
Brazil
|
1770 Promontory Circle, Greeley, Colorado 80634
|
President and Chief Executive Officer of JBS USA Food Company.
Information concerning the principal business and principal address of JBS USA Food Company, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule VIII.
|
|||
|
Gilberto Tomazoni
|
Brazil
|
Avenida Marginal Direita do Tietê, 500, Bloco I, 3 andar, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil
|
Chief Executive Officer of JBS S.A.
Information concerning the principal business and principal address of JBS S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule VIII.
|
|||
|
Juliano Jubileu
|
Brazil
|
Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands
|
Managing Director at Seara Meats B.V., trading company for the JBS Group, located at Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands.
|
|||
|
Giovani Soares
|
Brazil
|
Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands
|
Manager at Seara Meats B.V., trading company for the JBS Group, located at Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands.
|
|||
|
Lucas Ebram Vilhena de Moraes
|
Brazil
|
Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands
|
Legal Manager at JBS Global Meat Holdings Pty. Ltd., located at Managing Director at Seara Meats B.V., trading company for the JBS Group, located at Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands.
|
SCHEDULE IX
Name, business address and present principal occupation or employment of the managers of
JBS Holding Luxembourg S.à r.l.
|
MANAGERS
Name
|
Citizenship
|
Residence or Business Address
|
Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted
|
|||
|
Jeremiah O’ Callaghan
|
Ireland
|
Avenida Marginal Direita do Tietê, 500, Bloco I, 3 andar, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil
|
Chairman and Officer of JBS S.A.
Information concerning the principal business and principal address of JBS S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule IX.
|
|||
|
Jose Eduardo Tobaldini Jardim
|
Brazil
|
Avenue de La Gare - 8-10, postcode 1610, Luxembourg – Luxembourg
|
Officer of JBS Investments Luxembourg SA.
Information concerning the principal business and principal address of JBS Investments Luxembourg SA, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule IX.
|
SCHEDULE X
Name, business address and present principal occupation or employment of the managers of
JBS Global Luxembourg S.à r.l.
|
MANAGERS
Name
|
Citizenship
|
Residence or Business Address
|
Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted
|
|||
|
Jeremiah O’ Callaghan
|
Ireland
|
Avenida Marginal Direita do Tietê, 500, Bloco I, 3 andar, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil
|
Chairman and Officer of JBS S.A. Information concerning the principal business and principal address of JBS S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule X.
|
|||
|
Jose Eduardo Tobaldini Jardim
|
Brazil
|
Avenue de La Gare - 8-10, postcode 1610, Luxembourg – Luxembourg
|
Officer of JBS Investments Luxembourg SA.
Information concerning the principal business and principal address of JBS Investments Luxembourg SA, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule X.
|
SCHEDULE XI
Name, business address and present principal occupation or employment of the directors and executive officers of
JBS Investments Luxembourg SA
|
MANAGERS
Name
|
Citizenship
|
Residence or Business Address
|
Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted
|
|||
|
Jeremiah O’ Callaghan
|
Ireland
|
Avenida Marginal Direita do Tietê, 500, Bloco I, 3 andar, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil
|
Chairman and Officer of JBS S.A.
Information concerning the principal business and principal address of JBS S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XI.
|
|||
|
Jose Eduardo Tobaldini Jardim
|
Brazil
|
Avenue de La Gare - 8-10, postcode 1610, Luxembourg – Luxembourg
|
Officer of JBS Investments Luxembourg SA.
Information concerning the principal business and principal address of JBS Investments Luxembourg SA, set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XI.
|
SCHEDULE XII
Name, business address and present principal occupation or employment of the directors and executive officers of
JBS S.A.
|
DIRECTORS
Name
|
Citizenship
|
Residence or Business Address
|
Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted
|
|||
|
Jeremiah O’ Callaghan
|
Ireland
|
Avenida Marginal Direita do Tietê, 500, Bloco I, 3 andar, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil
|
Chairman and Officer of JBS S.A. Information concerning the principal business and principal address of JBS S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XII.
|
|||
|
Wesley Mendonça Batista Filho
|
Brazil
|
Avenida Marginal Direita do Tietê, 500, Bloco I, 3 andar, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil
|
Officer of JBS S.A. Information concerning the principal business and principal address of JBS S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XII.
|
|||
|
José Batista Sobrinho
|
Brazil
|
Avenida Marginal Direita do Tietê, 500, Bloco I, 3 andar, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil
|
Vice-chairman of JBS S.A.
Information concerning the principal business and principal address of JBS S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XII.
|
|||
|
Aguinaldo Gomes Ramos Filho
|
Brazil
|
Avenida Marginal Direita do Tietê, 500, Bloco I, 1 andar, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil
|
President of J&F Investimentos S.A.
Information concerning the principal business and principal address of JBS S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XII.
|
|||
|
Alba Pettengill
|
Paraguay
|
Torre 2 de Las Galerias, 12° andar, Assunção, Paraguay
|
Cattle breeder in Paraguay.
|
|||
|
Gelson Luiz Merisio
|
Brazil
|
Rua Jerônimo Coelho, nº 383, conjunto 906, postcode: 88010-030, Florianopolis, SC, Brazil
|
Business administrator in Brazil, with office at Rua Jerônimo Coelho, nº 383, conjunto 906, postcode: 88010-030, Florianopolis, SC, Brazil.
|
|||
|
Gilberto Meirelles Xandó Baptista
|
Brazil
|
Rua Dr. Guilherme Bannitz, 126, 2º andar, Vila Nova Conceição, postcode: 04532-060, São Paulo, SP, Brazil
|
Independent director of multiple companies in Brazil, such as JSL S.A., Química Amparo Ltda. (Ypê) e Grupasso S.A.
|
|||
|
Leila Abraham Loria
|
Brazil
|
Rua Peixoto Gomide, 1418, ap. 141, Cerqueira Cesar, postcode: 01409-002São Paulo, SP, Brazil
|
President of the Brazilian Institute of Corporate Governance, acting as independent director of multiple companies in Brazil.
|
|||
|
Márcio Guedes Pereira Júnior
|
Brazil
|
Rua Gomes de Carvalho, 1069, conjunto 74, Vila Olímpia, postcode: 04547-005, São Paulo, SP, Brazil
|
Partner at Pangea Partners. Pangea Partners is a consulting company of financing with principal address at Rua Gomes de Carvalho, 1069, conjunto 74, Vila Olímpia, postcode: 04547-005, São Paulo, SP, Brazil.
|
|
EXECUTIVE OFFICERS
Name
|
Citizenship
|
Residence or Business Address
|
Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted
|
|||
|
Gilberto Tomazoni
|
Brazil
|
Avenida Marginal Direita do Tietê, 500, Bloco I, 3 andar, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil
|
Chief Executive Officer of JBS S.A.
Information concerning the principal business and principal address of JBS S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XII.
|
|||
|
Wesley Mendonça Batista Filho
|
Brazil
|
Avenida Marginal Direita do Tietê, 500, Bloco I, 3 andar, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil
|
Officer of JBS S.A. Information concerning the principal business and principal address of JBS S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XII.
|
|||
|
Jeremiah Alphonsus O’Callaghan
|
Ireland
|
Avenida Marginal Direita do Tietê, 500, Bloco I, 3 andar, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil
|
Chairman and Officer of JBS S.A. Information concerning the principal business and principal address of JBS S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XII.
|
|||
|
Guilherme Perboyre Cavalcanti
|
Brazil
|
Avenida Marginal Direita do Tietê, 500, Bloco I, 3 andar, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil
|
Investor Relations and Chief Financial Officer of JBS S.A.
Information concerning the principal business and principal address of JBS S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XII.
|
|||
|
Eliseo Santiago Perez Fernandez
|
Brazil
|
Avenida Marginal Direita do Tietê, 500, Bloco I, 3 andar, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil
|
Administrative and Control Officer of JBS S.A.
Information concerning the principal business and principal address of JBS S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XII.
|
SCHEDULE XIII
Name, business address and present principal occupation or employment of the directors and executive officers of
J&F Investimentos S.A.
|
DIRECTORS
Name
|
Citizenship
|
Residence or Business Address
|
Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted
|
|||
|
Márcio Antonio Teixeira Linares
|
Brazil
|
Rua General Furtado do Nascimento, 66, Alto de Pinheiros, postcode: 05465-070, São Paulo, SP, Brazil
|
Chairman of J&F Investimentos S.A.
Information concerning the principal business and principal address of J&F Investimentos S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XIII.
|
|||
|
Francisco de Assis e Silva
|
Brazil
|
Avenida Marginal Direita do Tietê, 500, Bloco I, 1 andar, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil
|
Vice-Chairman of J&F Investimentos S.A.
Information concerning the principal business and principal address of J&F Investimentos S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XIII.
|
|||
|
Sergio Roberto Caldas Junior
|
Brazil
|
Avenida Marginal Direita do Tietê, 500, Bloco I, 1 andar, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil
|
Director of J&F Investimentos S.A.
Information concerning the principal business and principal address of J&F Investimentos S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XIII.
|
|||
|
Erico de Arruda Holanda
|
Brazil
|
Avenida Marginal Direita do Tietê, 500, Bloco I, 1 andar, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil
|
Director of J&F Investimentos S.A.
Information concerning the principal business and principal address of J&F Investimentos S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XIII.
|
|
EXECUTIVE OFFICERS
Name
|
Citizenship
|
Residence or Business Address
|
Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted
|
|||
|
Aguinaldo Gomes Ramos Filho
|
Brazil
|
Avenida Marginal Direita do Tietê, 500, Bloco I, 1 andar, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil
|
President of J&F Investimentos S.A.
Information concerning the principal business and principal address of J&F Investimentos S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XIII.
|
|||
|
Andre Alcantara Ocampos
|
Brazil
|
Avenida Marginal Direita do Tietê, 500, Bloco I, 1 andar, A, Vila Jaguara, postcode: 05118-100, São Paulo, SP, Brazil
|
Vice-president of J&F Investimentos S.A.
Information concerning the principal business and principal address of J&F Investimentos S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XIII.
|