SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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_______________
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SCHEDULE 13D/A*
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Under the Securities Exchange Act of 1934
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(Amendment No. 3)*
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Cosan Limited
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(Name of Issuer)
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Class A Common Stock, Par Value $.01 per share
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(Title of Class of Securities)
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G25353107
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(CUSIP Number)
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Eduardo Soares
Gávea Investimentos Ltda.
Av Ataulfo de Paiva, 1100, 7˚ andar
Rio de Janeiro, RJ, 22440-35, Brazil
+55-21-3206-9000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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July 12, 2011
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(Date of Event which Requires
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Filing of this Schedule)
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CUSIP No. G25353107
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SCHEDULE 13D/A
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Page 2 of 13 Pages
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1
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NAME OF REPORTING PERSONS
GIF Venus, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
31,666,666 shares of Class A Common Stock
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
31,666,666 shares of Class A Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
31,666,666 shares of Class A Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
18.2%
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14
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TYPE OF REPORTING PERSON
IV
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CUSIP No. G25353107
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SCHEDULE 13D/A
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Page 3 of 13 Pages
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1
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NAME OF REPORTING PERSONS
Gávea Investimentos Ltda. (f/k/a 3F Administração de Recursos Ltda.)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Brazil
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
33,453,133 shares of Class A Common Stock
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
33,453,133 shares of Class A Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
33,453,133 shares of Class A Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
19.2%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. G25353107
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SCHEDULE 13D/A
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Page 4 of 13 Pages
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1
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NAME OF REPORTING PERSONS
Arminio Fraga Neto
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
33,453,133 shares of Class A Common Stock
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
33,453,133 shares of Class A Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
33,453,133 shares of Class A Common Stock
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|||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
19.2%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. G25353107
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SCHEDULE 13D/A
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Page 5 of 13 Pages
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Item 1.
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SECURITY AND ISSUER
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Item 2.
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IDENTITY AND BACKGROUND.
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CUSIP No. G25353107
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SCHEDULE 13D/A
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Page 6 of 13 Pages
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Item 4.
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PURPOSE OF TRANSACTION.
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Item 5.
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INTEREST IN SECURITIES OF THE ISSUER.
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A.
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GIF Venus
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(a)
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As of the date hereof, GIF Venus may be deemed the beneficial owner of 31,666,666 Shares held by it.
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Percentage: Approximately 18.2% as of the date hereof.
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(b)
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1.
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Sole power to vote or direct vote: 0
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2.
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Shared power to vote or direct vote: See item (a) above.
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CUSIP No. G25353107
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SCHEDULE 13D/A
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Page 7 of 13 Pages
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3.
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Sole power to dispose or direct the disposition: 0
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4.
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Shared power to dispose or direct the disposition: See item (a) above.
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(c)
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GIF Venus did not enter into any transactions in the Shares within the last sixty days.
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(d)
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No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
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(e)
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Not applicable.
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B.
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Gávea
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(a)
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As of the date hereof, Gávea may be deemed the beneficial owner of 33,453,133 Shares held by the Gávea Funds.
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Approximately 19.2% as of the date hereof.
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(b)
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1.
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Sole power to vote or direct vote: 0
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2.
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Shared power to vote or direct vote: See item (a) above.
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3.
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Sole power to dispose or direct the disposition: 0
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4.
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Shared power to dispose or direct the disposition: See item (a) above.
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(c)
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The transactions in the Shares within the last sixty days effected by Gávea on behalf of the Gávea Funds, which were all in the open market, are set forth on Schedule B and are incorporated herein by reference.
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(d)
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No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
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(e)
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Not applicable.
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C.
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Arminio Fraga Neto
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(a)
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As of the date hereof, Arminio Fraga Neto may be deemed the beneficial owner of 33,453,133 Shares held by the Gávea Funds.
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Percentage: Approximately 19.2% as of the date hereof.
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(b)
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1.
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Sole power to vote or direct vote: 0
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2.
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Shared power to vote or direct vote: See item (a) above.
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3.
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Sole power to dispose or direct the disposition: 0
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4.
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Shared power to dispose or direct the disposition: See item (a) above.
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(c)
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See Schedule B.
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CUSIP No. G25353107
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SCHEDULE 13D/A
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Page 8 of 13 Pages
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(d)
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No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
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(e)
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Not applicable.
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Item 7.
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MATERIALS TO BE FILED AS EXHIBITS.
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CUSIP No. G25353107
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SCHEDULE 13D/A
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Page 9 of 13 Pages
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Name and Principal Occupation
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GIF VENUS, LTD.
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Gávea Wealth Management Ltd., Director
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GÁVEA WEALTH MANAGEMENT LTD.
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Arminio Fraga Neto, Director
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Luiz Henrique Fraga, Director and Officer
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Amaury Guilherme Bier, Director
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GÁVEA INVESTIMENTOS LTDA.
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Arminio Fraga Neto, Officer
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Luiz Henrique Fraga, Officer
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Amaury Guilherme Bier, Officer
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André Luis Reis Dima Domingos, Officer
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André Monteiro D’Almeida Monteiro, Officer
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Bernardo de Carvalho Meres, Officer
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Bernardo Soares de Miranda Carvalho, Officer
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Carlos Barros Jorge Neto, Officer
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Christopher David Meyn, Officer
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Diogo Aquino de Rezende Lopes, Officer
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Edward Joaquim Amadeo, Officer
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Eduardo Felipe da Silva Soares, Officer
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Eduardo Andrada do Amaral Rudge, Officer
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Gabriel Srour, Officer
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Hélio França Filho, Officer
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Luiz Eduardo da Silva Braga, Officer
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Maurício Magalhães, Officer
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Paola Maria Castellini Bonoldi, Officer
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Piero Paolo Picchioni Minardi, Officer
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Ricardo Schenker Wajnberg, Officer
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Rodrigo Maciel de Sá Fiães, Officer
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CUSIP No. G25353107
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SCHEDULE 13D/A
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Page 10 of 13 Pages
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CUSIP No. G25353107
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SCHEDULE 13D/A
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Page 11 of 13 Pages
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Trade Date
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Shared Purchased
(Sold)
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Price Per Share ($)
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5/17/2011
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(500)
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10.83
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6/24/2011
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(150,000)
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11.87
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6/24/2011
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(14,000)
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11.9
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6/29/2011
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(50,000)
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12.2002
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6/30/2011
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(50,000)
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12.26151
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7/1/2011
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(245,116)
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12.4321
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7/5/2011
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(128,650)
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12.4473
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7/6/2011
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(100,000)
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12.2102
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7/6/2011
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(82,558)
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12.05298
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7/7/2011
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(37,900)
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12.2182
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7/8/2011
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(250,000)
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12.2008
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7/11/2011
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(30,000)
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11.9239
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7/12/2011
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(739,486)
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12.1014
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CUSIP No. G25353107
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SCHEDULE 13D/A
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Page 12 of 13 Pages
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GIF VENUS, LTD.
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By: GÁVEA WEALTH MANAGEMENT LTD., as Director
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By:
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/s/ Luiz Henrique Fraga
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Name:
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Luiz Henrique Fraga
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Title:
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Executive Officer
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GÁVEA INVESTIMENTOS LTDA.
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By:
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/s/ Luiz Henrique Fraga
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Name:
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Luiz Henrique Fraga
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Title:
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Executive Officer
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/s/ Arminio Fraga Neto
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ARMINIO FRAGA NETO
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CUSIP No. G25353107
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SCHEDULE 13D/A
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Page 13 of 13 Pages
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GIF VENUS, LTD.
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By: GÁVEA WEALTH MANAGEMENT LTD., as Director
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By:
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/s/ Luiz Henrique Fraga
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Name:
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Luiz Henrique Fraga
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Title:
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Executive Officer
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GÁVEA INVESTIMENTOS LTDA.
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By:
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/s/ Luiz Henrique Fraga
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Name:
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Luiz Henrique Fraga
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Title:
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Executive Officer
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/s/ Arminio Fraga Neto
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ARMINIO FRAGA NETO
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