0001441843-18-000001.txt : 20180214 0001441843-18-000001.hdr.sgml : 20180214 20180214180256 ACCESSION NUMBER: 0001441843-18-000001 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180214 DATE AS OF CHANGE: 20180214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Adecoagro S.A. CENTRAL INDEX KEY: 0001499505 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86092 FILM NUMBER: 18614626 BUSINESS ADDRESS: STREET 1: 13-15 Avenue de la Liberte CITY: N/A STATE: N4 ZIP: L-1931 BUSINESS PHONE: 352 2689-8213 MAIL ADDRESS: STREET 1: 13-15 Avenue de la Liberte CITY: N/A STATE: N4 ZIP: L-1931 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EMS Capital LP CENTRAL INDEX KEY: 0001441843 IRS NUMBER: 260479180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-891-2700 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G/A 1 SC-13GA.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ________)* ADECOAGRO SA (Name of Issuer) Common Shares, par value $1.50 per share (Title of Class of Securities) L00849106 (CUSIP Number) Grace Lee, c/o EMS Capital LP, 767 Fifth Ave., 46th Fl., New York, NY 10153 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] 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 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). 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EMS Capital LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 8,462,958 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 8,462,958 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,462,958 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.97% 12. TYPE OF REPORTING PERSON (see instructions) OO Item 1. (a) Name of Issuer Adecoagro S.A. (the "Issuer") (b) Address of Issuer's Principal Executive Offices Vertigo Naos Building, 6, Rue Eugene Ruppert L-2453, Luxembourg Grand Duchy of Luxembourg Item 2. (a) Name of Person Filing EMS Capital LP (b) Address of the Principal Office or, if none, residence 767 Fifth Avenue, 46th Floor New York, NY 10153 (c) Citizenship Delaware (d) Title of Class of Securities Common Shares, par value $1.50 per share (the "Shares") (e) CUSIP Number L00849106 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: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [X] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with 240.13d-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 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 8,462,958 (b) Percent of class: 6.97 % (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 8,462,958 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 8,462,958 (iv) Shared power to dispose or to direct the disposition of 0 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ] Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. The securities reported in this Schedule 13G, which are beneficially owned by EMS Capital LP, are wholly owned by its advisory client, EMS Opportunity Ltd. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group. Item 8 is not applicable. Item 9. Notice of Dissolution of Group. Item 9 is not applicable. Item 10. Certification. (a) The following certification shall be included if the statement is filed pursuant to 240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. February 14, 2018 Date /s/ Grace Lee Signature Grace Lee, Authorized Signatory Name/Title