CUSIP No. L00849106
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SCHEDULE 13G
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Page 2 of 7
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1
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NAME OF REPORTING PERSON
EMS Capital LP
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
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SEC USE ONLY
|
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
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SOLE VOTING POWER
11,781,655
|
6
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SHARED VOTING POWER
0
|
|
7
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SOLE DISPOSITIVE POWER
11,781,655
|
|
8
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SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,781,655
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.03%
|
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12
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TYPE OF REPORTING PERSON
IA
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CUSIP No. L00849106
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SCHEDULE 13G
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Page 3 of 7
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1
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NAME OF REPORTING PERSON
EMS Capital Holding Inc.
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|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
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
11,781,655
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
11,781,655
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,781,655
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.03%
|
|
12
|
TYPE OF REPORTING PERSON
CO
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CUSIP No. L00849106
|
SCHEDULE 13G
|
Page 4 of 7
|
1
|
NAME OF REPORTING PERSON
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
11,781,655
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
11,781,655
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,781,655
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.03%
|
|
12
|
TYPE OF REPORTING PERSON
IN
|
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CUSIP No. L00849106
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SCHEDULE 13G
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Page 5 of 7
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(a)
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Name of Issuer
Adecoagro S.A. (the “Issuer”) |
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(b)
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Address of Issuer’s Principal Executive Offices
Vertigo Naos Building, 6, Rue Eugène Ruppert
L-2453, Luxembourg
Grand Duchy of Luxembourg
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(a)
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Name of Person Filing
EMS Capital LP, EMS Capital Holding Inc. and Edmond M. Safra
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(b)
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Address of the Principal Office or, if none, residence
767 Fifth Avenue, 46th Floor New York, NY 10153
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(c)
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Citizenship
For EMS Capital LP and EMS Capital Holding Inc., United States; For Edmond M. Safra, Italy |
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(d)
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Title of Class of Securities
Common Shares, par value $1.50 per share (the “Shares”) |
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(e)
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CUSIP Number
L00849106 |
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☒
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☒
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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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);
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(j)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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CUSIP No. L00849106
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SCHEDULE 13G
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Page 6 of 7
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(a)
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
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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.
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CUSIP No. L00849106
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SCHEDULE 13G
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Page 7 of 7
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EMS Capital LP | |||
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By:
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/s/ Edmond M. Safra | |
Name: Edmond M. Safra |
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Title: Authorized Signatory | |||
EMS Capital Holding Inc. | |||
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By:
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/s/ Edmond M. Safra | |
Name: Edmond M. Safra |
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Title: Authorized Signatory | |||
Edmond M. Safra | |||
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By:
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/s/ Edmond M. Safra | |
Name: Edmond M. Safra |
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Title: Individual Capacity | |||
EMS Capital LP | |||
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By:
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/s/ Edmond M. Safra | |
Name: Edmond M. Safra |
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Title: Authorized Signatory | |||
EMS Capital Holding Inc. | |||
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By:
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/s/ Edmond M. Safra | |
Name: Edmond M. Safra |
|||
Title: Authorized Signatory | |||
Edmond M. Safra | |||
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By:
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/s/ Edmond M. Safra | |
Name: Edmond M. Safra |
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Title: Individual Capacity | |||