GAFISA S.A.
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(Name of Issuer)
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Common Shares and
American Depositary Shares (each American Depositary Share representing two (2) common shares of Gafisa S.A.) |
(Title of Class of Securities)
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362607301
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(CUSIP Number)
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December 31, 2016
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(Date of Event which Requires Filing of this Statement)
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CUSIP No.
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362607301
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1
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Names of Reporting Persons
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Polo Capital Internacional Gestão de Recursos Ltda.
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2
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Check the appropriate box if a member of a Group (see instructions)
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(a) [ ]
(b) [ ] |
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3
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Sec Use Only
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4
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Citizenship or Place of Organization
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Brazil
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Number of Shares Beneficially Owned by Each Reporting Person With:
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5
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Sole Voting Power
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0
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6
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Shared Voting Power
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41,121,2801
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7
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Sole Dispositive Power
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0
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8
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Shared Dispositive Power
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41,121,280
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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41,121,280
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10
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Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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[ ]
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11
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Percent of class represented by amount in row (9)
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10.88%
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12
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Type of Reporting Person (See Instructions)
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OO
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CUSIP No.
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362607301
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1
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Names of Reporting Persons
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Claudio Jose Carvalho de Andrade
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2
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Check the appropriate box if a member of a Group (see instructions)
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(a) [ ]
(b) [ ] |
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3
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Sec Use Only
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4
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Citizenship or Place of Organization
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Brazil
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Number of Shares Beneficially Owned by Each Reporting Person With:
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5
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Sole Voting Power
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349,000
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6
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Shared Voting Power
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52,919,900
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7
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Sole Dispositive Power
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349,000
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8
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Shared Dispositive Power
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52,919,900
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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53,268,9002
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10
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Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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[ ]
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11
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Percent of class represented by amount in row (9)
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14.09%
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12
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Type of Reporting Person (See Instructions)
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IN
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CUSIP No.
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362607301
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1
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Names of Reporting Persons
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Polo Edge Fund
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2
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Check the appropriate box if a member of a Group (see instructions)
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(a) [ ]
(b) [ ] |
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3
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Sec Use Only
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4
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Citizenship or Place of Organization
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Cayman Islands
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Number of Shares Beneficially Owned by Each Reporting Person With:
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5
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Sole Voting Power
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0
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6
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Shared Voting Power
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26,050,0743
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7
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Sole Dispositive Power
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0
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8
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Shared Dispositive Power
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26,050,074
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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26,050,074
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10
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Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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[ ]
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11
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Percent of class represented by amount in row (9)
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6.89%
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12
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Type of Reporting Person (See Instructions)
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CO
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(a)
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Name of Person Filing:
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(b)
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Address of Principal Business Office or, if None, Residence:
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(c)
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Citizenship:
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(d)
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Title and Class of Securities:
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(e)
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CUSIP No.: 362607301
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Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a) | [_] | Broker or dealer registered under Section 15 of the Act; |
(b) | [_] | Bank as defined in Section 3(a)(6) of the Act; |
(c) | [_] | Insurance company as defined in Section 3(a)(19) of the Act; |
(d) | [_] | Investment company registered under Section 8 of the Investment Company Act of 1940; |
(e) | [_] | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
(f) | [_] | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
(g) | [_] | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
(h) | [_] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) | [_] | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; |
(j) | [_] | A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
(k) | [_] | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
(a)
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Amount beneficially owned:
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Polo Capital Internacional Gestão de Recursos Ltda. – 41,121,280 common shares
Claudio Jose Carvalho de Andrade – 53,268,900 common shares
Polo Edge Fund – 26,050,074 common shares
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(b)
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Percent of class:
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Polo Capital Internacional Gestão de Recursos Ltda. – 10.88%
Claudio Jose Carvalho de Andrade – 14.09%
Polo Edge Fund – 6.89%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
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Polo Capital Internacional Gestão de Recursos Ltda. –0
Claudio Jose Carvalho de Andrade – 349,000
Polo Edge Fund – 0
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(ii)
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Shared power to vote or to direct the vote
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Polo Capital Internacional Gestão de Recursos Ltda. – 41,121,280
Claudio Jose Carvalho de Andrade – 53,268,900
Polo Edge Fund – 26,050,074
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(iii)
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Sole power to dispose or to direct the disposition of
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Polo Capital Internacional Gestão de Recursos Ltda. – 0
Claudio Jose Carvalho de Andrade – 349,000
Polo Edge Fund – 0
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(iv)
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Shared power to dispose or to direct the disposition of
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Polo Capital Internacional Gestão de Recursos Ltda. – 41,121,280
Claudio Jose Carvalho de Andrade – 53,268,900
Polo Edge Fund – 26,050,074
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Item 6. |
Ownership of more than Five Percent on Behalf of Another Person.
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Item 7. |
Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.
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Item 8. |
Identification and classification of members of the group.
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Item 9. |
Notice of Dissolution of Group.
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Item 10. |
Certifications.
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