SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on May 20, 2015
听
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
听
SCHEDULE 13D
听
Under the Securities Exchange Act of 1934
(Amendment No. 1)
听
五星体育直播
(Name of Issuer) 听 Common Stock, $0.0001 par value |
|
(Title of Class of Securities) 听 192005106 |
|
(CUSIP Number) 听 Antonio Ferreira Martins, Chief Legal Officer Ra铆zen Energia S.A. Avenida Presidente Juscelino Kubitschek, 1327 5th Floor, room 01 S茫o Paulo, State of S茫o Paulo, Brazil C.E.P. 04543-011 +55 11 97188 8186 |
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) | |
听 |
听
With Copies To:
听
Rub茅n Kraiem Keir D. Gumbs Covington & Burling LLP 620 Eighth Avenue New York, NY 10017 (212) 841-1002 |
Manuel Garciadiaz, Esq. Davis, Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000 |
William P. Rogers, Esq. Cravath, Swaine & Moore LLP 825 Eighth Avenue New York, NY 10019 (212) 474-1000 |
听
听
听 | March 20, 2015 | 听 |
听 | (Date of Event which Requires Filing of this Statement) | 听 |
听
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule听13D, and is filing this schedule because of Sections 240.13d-1(e), (f) or (g), check the following box.听听听篓
听
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.听听See Section 240.13d-7 for other parties to whom copies are to be sent.
听
*The remainder of this cover page shall be filled out for a reporting person鈥檚 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.
听
The information required on the remainder of this cover page shall not be deemed to be 鈥渇iled鈥 for the purpose of Section 18 of the Securities Exchange Act of 1934 (the 鈥淎ct鈥) 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).
听
听
听 |
听 |
SCHEDULE 13D
听
CUSIP No.听听 | 听 192005106 | 听 | 听 |
听
1 |
NAME OF REPORTING PERSON 鈥 I.RS. IDENTIFICATION NO. OF ABOVE PERSON 听 RA脥ZEN ENERGIA S.A.听 |
||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)听听听镁 (b)听听听篓 |
||
3 |
SEC USE ONLY 听 听 |
||
4 |
SOURCE OF FUNDS (See Instructions) 听 Not Applicable |
||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)听o 听 听 |
||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION 听 BRAZIL |
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 听 0 |
|
8 |
SHARED VOTING POWER 听 0 |
||
9 |
SOLE DISPOSITIVE POWER 听 0 |
||
10 |
SHARED DISPOSITIVE POWER 听 0 |
||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 听 0 |
||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES听 听 篓 |
||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 听 0 |
||
14 |
TYPE OF REPORTING PERSON听 听 CO |
||
听 | 听 | 听 | 听 |
听
听
听
听 |
听 |
CUSIP No.听听 | 听 192005106 | 听 | 听 |
听
1 |
NAME OF REPORTING PERSON 鈥 I.RS. IDENTIFICATION NO. OF ABOVE PERSON 听 SHELL BRAZIL HOLDING B.V.听 |
||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)听听听镁 (b)听听听篓 |
||
3 |
SEC USE ONLY 听 听 |
||
4 |
SOURCE OF FUNDS (See Instructions) 听 Not Applicable |
||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)听o 听 听 |
||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION THE NETHERLANDS |
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 听 0 |
|
8 |
SHARED VOTING POWER 听 0 |
||
9 |
SOLE DISPOSITIVE POWER 听 0 |
||
10 |
SHARED DISPOSITIVE POWER 听 0 |
||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 听 0 |
||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 听 篓 |
||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 听 0 |
||
14 |
TYPE OF REPORTING PERSON 听 CO |
||
听 | 听 | 听 | 听 |
听
听
听
听 |
听 |
CUSIP No.听听 | 听 192005106 | 听 | 听 |
听
1 |
NAME OF REPORTING PERSON 鈥 I.RS. IDENTIFICATION NO. OF ABOVE PERSON 听 ROYAL DUTCH SHELL PLC听 |
||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)听听听镁 (b)听听听篓 |
||
3 |
SEC USE ONLY 听 听 |
||
4 |
SOURCE OF FUNDS (See Instructions) 听 Not Applicable |
||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)听听听 o 听 |
||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION 听 ENGLAND |
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 听 0 |
|
8 |
SHARED VOTING POWER 听 0 |
||
9 |
SOLE DISPOSITIVE POWER 听 0 |
||
10 |
SHARED DISPOSITIVE POWER 听 0 |
||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 听 0 |
||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 听 篓 |
||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 听 0 |
||
14 |
TYPE OF REPORTING PERSON 听 CO |
||
听 | 听 | 听 | 听 |
听
听
听
听 |
听 |
CUSIP No.听听 | 听 192005106 | 听 | 听 |
听
1 |
NAME OF REPORTING PERSON 鈥 I.RS. IDENTIFICATION NO. OF ABOVE PERSON 听 COSAN S.A. INDUSTRIA E COM脡RCIO听 |
||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)听听听镁 (b)听听听篓 |
||
3 |
SEC USE ONLY 听 听 |
||
4 |
SOURCE OF FUNDS (See Instructions) 听 Not Applicable |
||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)听o 听 听 |
||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION 听 BRAZIL |
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 听 0 |
|
8 |
SHARED VOTING POWER 听 0 |
||
9 |
SOLE DISPOSITIVE POWER 听 0 |
||
10 |
SHARED DISPOSITIVE POWER 听 0 |
||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 听 0 |
||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 听 篓 |
||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 听 0 |
||
14 |
TYPE OF REPORTING PERSON 听 CO |
||
听 | 听 | 听 | 听 |
听
听
听
听 |
听 |
CUSIP No.听听 | 听 192005106 | 听 | 听 |
听
1 |
NAME OF REPORTING PERSON 鈥 I.RS. IDENTIFICATION NO. OF ABOVE PERSON 听 COSAN INVESTIMENTOS E PARTICIPA脟脮ES S.A.听 |
||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)听听听镁 (b)听听听篓 |
||
3 |
SEC USE ONLY 听 听 |
||
4 |
SOURCE OF FUNDS (See Instructions) 听 Not Applicable |
||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)听o 听 听 |
||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION 听 BRAZIL |
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 听 0 |
|
8 |
SHARED VOTING POWER 听 0 |
||
9 |
SOLE DISPOSITIVE POWER 听 0 |
||
10 |
SHARED DISPOSITIVE POWER 听 0 |
||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 听 0 |
||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 听 篓 |
||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 听 0 |
||
14 |
TYPE OF REPORTING PERSON 听 CO |
||
听 | 听 | 听 | 听 |
听
听
听
听 |
听 |
CUSIP No.听听 | 听 192005106 | 听 | 听 |
听
1 |
NAME OF REPORTING PERSON听 鈥 I.RS. IDENTIFICATION NO. OF ABOVE PERSON 听 COSAN LIMITED听 |
||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)听听听镁 (b)听听听篓 |
||
3 |
SEC USE ONLY 听 听 |
||
4 |
SOURCE OF FUNDS (See Instructions) 听 Not Applicable |
||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)听o 听 听 |
||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION 听 BERMUDA |
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 听 0 |
|
8 |
SHARED VOTING POWER 听 0 |
||
9 |
SOLE DISPOSITIVE POWER 听 0 |
||
10 |
SHARED DISPOSITIVE POWER 听 0 |
||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 听 0 |
||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 听 篓 |
||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 听 0 |
||
14 |
TYPE OF REPORTING PERSON 听 CO |
||
听 | 听 | 听 | 听 |
听
听
听
听 |
听 |
Item 1.听听 听Security and Issuer.
听
This Amendment No. 1 (the 鈥淎mendment鈥) amends the Schedule 13D filed on June 7, 2011, by Ra铆zen Energia Participa莽玫es S.A. (鈥淩EPSA鈥) and Ispagnac Participa莽玫es Ltda. (鈥淚spagnac鈥), both predecessors by operation of law of Ra铆zen Energia S.A., a corporation formed under the laws of Brazil (鈥淩a铆zen鈥), Royal Dutch Shell plc (鈥淩DS鈥 and, together with Ispagnac and Shell Brazil Holding BV, the 鈥淪hell Group鈥), Cosan S.A. Industria e Com茅rcio (鈥淐osan S.A.鈥) and Cosan Limited (鈥淐osan鈥, and, together with Cosan S.A. and Cosan Investimentos e Participa莽玫es S.A., the 鈥淐osan Group鈥, and together with Ra铆zen, and the Shell Group, the 鈥淩eporting Persons鈥 ).听
听
The Schedule 13D had been filed in connection with the acquisition by the parties listed in the Schedule 13D of 5,573,319 shares (the 鈥淪hares鈥) of common stock ($0.0001 par value) of 五星体育直播, a Delaware Corporation (the 鈥淐ompany鈥).听听The principal executive offices of the Company are located at 200 Penobscot Drive, Redwood City, California 94063.
听
Item 2.听听 听Identity and Background.
听
(a)-(c) Ra铆zen ranks among the five largest companies in Brazil by revenue and among the three largest distributors of fuels in that country. It is Brazil鈥檚 leading manufacturer of sugarcane ethanol and the largest individual Brazilian exporter of sugar. Its address is Avenida Presidente Juscelino Kubitschek, 1327 5th Floor, Room 01, City of S茫o Paulo, State of S茫o Paulo, Brazil, C.E.P. (Zip Code) 04543-011. Ra铆zen was formed as part of a joint venture between members and affiliates of the Shell Group and the Cosan Group.
听
Ispagnac, was an indirect wholly owned subsidiary of RDS and was a company organized and existing under the laws of Brazil. Its principal business address was Avenida das Am茅ricas, 4200 Bloco 6, 1st floor (part), Barra da Tijuca Rio de Janeiro, RJ, CEP (Zip Code) 22640-102, Brazil. Ispagnac was merged into REPSA in November 30, 2012. On the same day, REPSA was merged into Ra铆zen.
听
Shell Brazil Holding B.V., an indirect wholly owned subsidiary of RDS, is a company organized under the laws of Netherlands and its principal business address is 30, Carel Van Bylandtlaan, 2596 HR, The Hague, The Netherlands (鈥淪BHBV鈥)
听
RDS is a public limited company registered in England and Wales and headquartered in The Hague, the Netherlands and its principal business address is 30, Carel Van Bylandtlaan, 2596 HR The Hague, the Netherlands, P7.
听
Cosan S.A., a direct subsidiary of Cosan, is a company organized and existing under the laws of Brazil and its principal business address is Avenida Presidente Juscelino Kubitschek, 1327, 4th floor, room 01, Sao Paulo, SP CEP (Zip Code) 04543-000, Brazil.
听
Cosan Investimentos e Participa莽玫es S.A., an indirect subsidiary of Cosan Limited, is a company organized and existing under the laws of Brazil and its principal business address is Avenida Presidente Juscelino Kubitschek, 1327, 4th floor, room 25, Sao Paulo, SP, CEP (Zip Code) 04543-000, Brazil (鈥淐IP鈥).
听
Cosan is a company organized and existing under the laws of Bermuda and its principal business address is Avenida Presidente Juscelino Kubitschek, 1327, 4th Floor, Sao Paulo, SP, (Zip Code) 04543-011, Brazil.
听
This Amendment is being filed by Ra铆zen to report that on March 20, 2015, Ra铆zen sold the Shares to Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. As a result of this sale, the Reporting Persons no longer own the Shares.
听
(d)听听During the last five years, none of the Reporting Persons have been convicted in any criminal proceeding.
听
听 |
听 |
(e)听听During the last five years, none of the Reporting Persons was 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.
听
(f) Ra铆zen, CIP and Cosan S.A. were formed under the laws of Brazil., SBHBV is a company organized under the laws of Netherlands, and RDS is a public limited company registered in England and Wales. Cosan is a company organized and existing under the laws of Bermuda.
听
Item 3.听听听 Source and Amount of Funds and Other Consideration
听
Not applicable.
听
Item 4.听 听听Purpose of Transaction.
听
Not applicable.
听
Item 5.听听 听Interest in Securities of the Issuer.
听
(a) - (b) The Reporting Persons ceased to be the beneficial owners of more than five percent (5%) of the Shares of the Company on March 20, 2015.听
听
(c) The Reporting Persons have not effected any transaction in the Company鈥檚 common stock during the past 60 days other than the transactions described in this Schedule 13D.
听
(d) Not applicable.
听
(e) The Reporting Persons ceased to be the beneficial owners of more than five percent (5%) of the Shares of the Company on March 20, 2015.
听
Item 6.听听 听Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
听
Pursuant to a Stock Purchase Agreement by and among Ra铆zen, Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P., Ra铆zen sold all of the Shares previously owned by it to Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P.
听
On June 1, 2011, the Reporting Persons entered into a joint filing agreement in which the Reporting Persons and Ispagnac agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the Common Stock of the Issuer to the extent required by applicable law. The joint filing agreement is incorporated herein by reference to Exhibit 99.1 to the Schedule 13D filed on June 7, 2011.听
听
Item 7.听听听 Materials to be Filed as Exhibits.
听
Not applicable.
听
听
听
听 |
听 |
SIGNATURES
听
听
听
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.
听
Date:听听April 14, 2015
听
听
RA脥ZEN ENERGIA S.A. 听 By:听听/s/ Antonio Ferreira Martins听听听听听听 Name: Antonio Ferreira Martins Title: Chief Legal Officer 听 |
RA脥ZEN ENERGIA S.A. 听 By:听听/s/ Guilherme Jos茅 de Vasconcelos Cerqueira听听听听听听听听听听 Name: Guilherme Jos茅 de Vasconcelos Cerqueira Title: Chief Finance Officer 听 |
SHELL BRAZIL HOLDING BV 听 By:听听/s/ Hugh Cardozo听听听听听听听 Name: Hugh Cardozo Title: Director |
SHELL BRAZIL HOLDING BV 听 By:听听/s/ Tjerk Huijsinga听听听听听听听 Name: Tjerk Huijsinga Title:Director |
听 ROYAL DUTCH SHELL PLC 听 By:听听/s/ Hugh Cardozo听听听听听听听 Name: Hugh Cardozo Title: Director |
听 ROYAL DUTCH SHELL PLC 听 By:听听/s/ Tjerk Huijsinga听听听听听听听 Name: Tjerk Huijsinga Title: Director |
听 COSAN INVESTIMENTOS E PARTICIPA脟脮ES S.A. 听 By:听听/s/ Ricardo Dell Aquila Mussa听听听听听听听 Name: Ricardo Dell Aquila Mussa Title: Executive Officer |
听 COSAN INVESTIMENTOS E PARTICIPA脟脮ES S.A. 听 By:听听/s/ Marcelo de Souza Scarcela Portela听听听听听听听 Name: Marcelo de Souza Scarcela Portela Title: Executive Officer |
听 COSAN S.A. INDUSTRIA E COMERCIO 听 By:听听/s/ Ricardo Dell Aquila Mussa听听听听听听听 Name: Ricardo Dell Aquila Mussa Title: Vice-President |
听 COSAN S.A. INDUSTRIA E COMERCIO 听 By:听听/s/ Marcelo de Souza Scarcela Portela听听听听听听听 Name: Marcelo de Souza Scarcela Portela Title: Chief Legal Officer |
听 COSAN LIMITED 听 By:听听/s/ Marcos Marinho Lutz听听听听听听听 Name: Marcos Marinho Lutz Title: Chief Comercial Officer |
听 COSAN LIMITED 听 By:听听/s/ Marcelo Eduardo Martins听听听听听听听 Name: Marcelo Eduardo Martins Title: Chief Finance Officer |
听
听 |