UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.2)*
Suzano S.A. |
| (Name of Issuer) |
|
American Depositary Shares (as evidenced by American Depositary Receipts), each representing two shares of Common Stock |
| (Title of Class of Securities) |
| 86959K105 |
| (CUSIP Number) |
| December 31, 2021 |
| (Date of Event Which Requires Filing of this Statement) |
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13d-1(b) ☐ Rule 13d-1(c) ☒ Rule 13d-1(d)
|
| *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
| The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). |
| CUSIP No. 86959K105 | 13G | Page 2 of 16 Pages |
*Based on 1,361,263,584 Shares outstanding as of January 19, 2022.
| CUSIP No. 86959K105 | 13G | Page 3 of 16 Pages |
| 1 |
NAMES OF REPORTING PERSONS David Feffer | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Brazil | |||
NUMBER OF |
5 | SOLE VOTING POWER 7,020,404 Shares | ||
| SHARES BENEFICIALLY OWNED BY |
6 | SHARED VOTING POWER 579,295,215 Shares | ||
| EACH REPORTING |
7 | SOLE DISPOSITIVE POWER 7,020,404 Shares | ||
| PERSON WITH | 8 | SHARED DISPOSITIVE POWER 579,295,215 Shares | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 586,315,619 Shares | |||
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 43.1%* | |||
| 12 | TYPE OF REPORTING PERSON IN | |||
*Based on 1,361,263,584 Shares outstanding as of January 19, 2022.
| CUSIP No. 86959K105 | 13G | Page 4 of 16 Pages |
| 1 |
NAMES OF REPORTING PERSONS Daniel Feffer | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Brazil | |||
NUMBER OF |
5 | SOLE VOTING POWER 1,653,735 Shares | ||
| SHARES BENEFICIALLY OWNED BY |
6 | SHARED VOTING POWER 579,295,215 Shares | ||
| EACH REPORTING |
7 | SOLE DISPOSITIVE POWER 1,653,735 Shares | ||
| PERSON WITH | 8 | SHARED DISPOSITIVE POWER 579,295,215 Shares | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 580,948,950 Shares | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 42.7%* | |||
| 12 | TYPE OF REPORTING PERSON IN | |||
*Based on 1,361,263,584 Shares outstanding as of January 19, 2022.
| CUSIP No. 86959K105 | 13G | Page 5 of 16 Pages |
| 1 |
NAMES OF REPORTING PERSONS Jorge Feffer | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Brazil | |||
NUMBER OF |
5 | SOLE VOTING POWER 9,000 Shares | ||
| SHARES BENEFICIALLY OWNED BY |
6 | SHARED VOTING POWER 579,295,215 Shares | ||
| EACH REPORTING |
7 | SOLE DISPOSITIVE POWER 9,000 Shares | ||
| PERSON WITH | 8 | SHARED DISPOSITIVE POWER 579,295,215 Shares | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 579,304,215 Shares | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 42.6%* | |||
| 12 | TYPE OF REPORTING PERSON IN | |||
*Based on 1,361,263,584 Shares outstanding as of January 19, 2022.
| CUSIP No. 86959K105 | 13G | Page 6 of 16 Pages |
| 1 |
NAMES OF REPORTING PERSONS Ruben Feffer | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Brazil | |||
NUMBER OF |
5 | SOLE VOTING POWER 433,218 Shares | ||
| SHARES BENEFICIALLY OWNED BY |
6 | SHARED VOTING POWER 579,295,215 Shares | ||
| EACH REPORTING |
7 | SOLE DISPOSITIVE POWER 433,218 Shares | ||
| PERSON WITH | 8 | SHARED DISPOSITIVE POWER 579,295,215 Shares | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 579,728,433 Shares | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 42.6%* | |||
| 12 | TYPE OF REPORTING PERSON IN | |||
*Based on 1,361,263,584 Shares outstanding as of January 19, 2022.
| CUSIP No. 86959K105 | 13G | Page 7 of 16 Pages |
| 1 |
NAMES OF REPORTING PERSONS Alden Fundo de Investimento em Ações | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Brazil | |||
NUMBER OF |
5 | SOLE VOTING POWER 165,203 Shares | ||
| SHARES BENEFICIALLY OWNED BY |
6 | SHARED VOTING POWER 579,295,215 Shares | ||
| EACH REPORTING |
7 | SOLE DISPOSITIVE POWER 26,154,744 Shares | ||
| PERSON WITH | 8 | SHARED DISPOSITIVE POWER - 0 - | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 579,460,415 Shares | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 42.6%* | |||
| 12 | TYPE OF REPORTING PERSON OO | |||
*Based on 1,361,263,584 Shares outstanding as of January 19, 2022.
| Item 1(a). | Name of Issuer: |
|
Suzano S.A. (the “Issuer”)
| |
| Item 1(b). |
Address of Issuer’s Principal Executive Offices: Av. Brigadeiro Faria Lima, 1355, 8th Floor São Paulo/SP, Brazil 01452-919 |
| Item 2(a). | Name of Persons Filing: |
|
This Amendment No. 2 to Schedule 13G is being filed jointly by Suzano Holding S.A., David Feffer, Daniel Feffer, Jorge Feffer, Ruben Feffer and Alden Fundo de Investimento em Ações, pursuant to a Joint Filing Agreement, a copy of which is incorporate by reference herein, in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
| |
| Item 2(b). |
Address of Principal Business Office: Suzano Holding S.A.: Av. Brigadeiro Faria Lima, 1355, 21st Floor São Paulo/SP, Brazil 01452-919
David Feffer, Daniel Feffer, Jorge Feffer and Ruben Feffer: Av. Brigadeiro Faria Lima, 1355, 21st Floor São Paulo/SP, Brazil 01452-919
Alden Fundo de Investimento em Ações: Av. Brigadeiro Faria Lima, 1355, 21st Floor São Paulo/SP, Brazil 01452-919
|
| Item 2(c). |
Citizenship: Suzano Holding S.A. is a corporation (sociedade por ações) organized under the laws of Brazil.
David Feffer, Daniel Feffer, Jorge Feffer and Ruben Feffer: Brazilian.
Alden Fundo de Investimento em Ações is a stock fund (fundo de investimento) organized under the laws of Brazil.
|
| Item 2(d). |
Title of Class of Securities: Common shares, no par value (the “Shares”) American Depositary Shares (as evidenced by American Depositary Receipts), each representing two shares of Common Stock.
|
| Item 2(e). |
CUSIP Number: 86959K105 |
7
| Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): Not applicable. | |
| Item 4. | Ownership. | |
| (a) |
Amount Beneficially Owned: See the cover pages for each of the reporting persons. Suzano Holding S.A. is controlled by David Feffer, Daniel Feffer, Jorge Feffer and Ruben Feffer.
David Feffer, Daniel Feffer, Jorge Feffer, Ruben Feffer, Suzano Holding S.A. and Alden Fundo de Investimento em Ações are parties to a voting agreement dated September 28, 2017, as amended in January 16, 2019 relating to their stakes in the Issuer indicated in such agreement (“Voting Agreement”). As a result, David Feffer, Daniel Feffer, Jorge Feffer, Ruben Feffer, Suzano Holding S.A. and Alden Fundo de Investimento em Ações are deemed to have shared voting power with respect to 42.6% of the Shares. The Voting Agreement, as amended, is incorporated herein by reference as exhibit.
| |
| (b) |
Percent of Class: See the cover pages for each of the reporting persons.
| |
| (c) | Number of shares as to which such person has: | |
| (i) | Sole power to vote or to direct the vote: | |
| (ii) | Shared power to vote or to direct the vote: | |
| (iii) | Sole power to dispose or to direct the disposition of: | |
| (iv) | Shared power to dispose or direct the disposition of: | |
| See the cover pages for each of the reporting persons. | ||
| Item 5. |
Ownership of Five Percent or Less of a Class. Not applicable | |
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. Not applicable. | |
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. | |
8
| Item 8. |
Identification and Classification of Members of the Group. Not applicable. |
| Item 9. |
Notice of Dissolution of Group. Not applicable. |
| Item 10. |
Certifications. Not applicable. |
9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 21, 2022 | |
| SUZANO HOLDING S.A. |
| By: | /s/ Maria Cecilia Castro Neves Ipiña | |
| Name: | Maria Cecilia Castro Neves Ipiña | |
| Title: | Attorney-in-Fact |
| DAVID FEFFER |
| By: | /s/ Maria Cecilia Castro Neves Ipiña | |
| Name: | Maria Cecilia Castro Neves Ipiña | |
| Title: | Attorney-in-Fact |
| DANIEL FEFFER |
| By: | /s/ Maria Cecilia Castro Neves Ipiña | |
| Name: | Maria Cecilia Castro Neves Ipiña | |
| Title: | Attorney-in-Fact |
| JORGE FEFFER |
| By: | /s/ Maria Cecilia Castro Neves Ipiña | |
| Name: | Maria Cecilia Castro Neves Ipiña | |
| Title: | Attorney-in-Fact |
| RUBEN FEFFER |
| By: | /s/ Maria Cecilia Castro Neves Ipiña | |
| Name: | Maria Cecilia Castro Neves Ipiña | |
| Title: | Attorney-in-Fact |
| ALDEN FUNDO DE INVESTIMENTO EM AÇÕES. |
| By: | /s/ Marcos Rabinovich | |
| Name: | Marcos Rabinovich | |
| Title: | Officer | |
| By: | /s/ Isabel Cotta Fernandino de França Leme | |
| Name: | Isabel Cotta Fernandino de França Leme | |
| Title: | Officer | |
10
EXHIBIT INDEX
| Exhibit | Exhibit Description |
| Exhibit A | Joint Filing Agreement, dated February 14, 2019 by and among Suzano Holding S.A., David Feffer, Daniel Feffer, Jorge Feffer, Ruben Feffer and Alden Fundo de Investimento em Ações (incorporated herein by reference to Exhibit A to Schedule 13G (File No. 005-90910), filed with the SEC on February 14, 2019). |
| Exhibit B | Voting Agreement (English translation), dated September 28, 2017 by and among David Feffer, Daniel Feffer, Jorge Feffer, Ruben Feffer, Suzano Holding S.A. and Alden Fundo de Investimento em Ações, as amended on January 16, 2019 (incorporated herein by reference to Exhibit B to Schedule 13G (File No. 005-90910), filed with the SEC on February 14, 2019). |
| Exhibit C | Power of Attorney (English translation), dated March 1, 2021, by Suzano Holding S.A. |
| Exhibit D | Power of Attorney (English translation), dated March 1, 2021, by David Feffer, Daniel Feffer, Jorge Feffer and Ruben Feffer. |
11