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