UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
BrasilAgro – Brazilian Agricultural Real Estate
Company
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
10554B104**
(CUSIP Number)
August 18, 2023
(Date of Event which Requires Filing of this
Statement)
Check
the appropriate box to designate the rule pursuant to which this
Schedule is filed:
☐
Rule 13d-1(b)
☐
Rule 13d-1(c)
☒
Rule 13d-1(d)
This CUSIP number applies to the Issuer’s American Depositary
Shares, evidenced by American Depositary Receipts, each
representing one ordinary share of the
Issuer.
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).
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1.
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Name of
Reporting Persons:
Eduardo
S. Elsztain
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2.
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Check
the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐
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3.
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SEC Use
Only
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4.
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Citizenship
or Place of Organization:
Argentina
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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Sole
Voting Power:
100
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6.
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Shared
Voting Power:
35,115,884
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7.
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Sole
Dispositive Power:
100
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8.
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Shared
Dispositive Power:
35,115,884
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
35,115,884
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10.
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Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
☐
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11.
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Percent
of Class Represented by Amount in Row (9):
34.30%
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12.
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Type of
Reporting Person (See Instructions):
IN
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1.
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Name of
Reporting Persons:
Cresud
SACIFyA
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2.
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Check
the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐
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3.
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SEC Use
Only
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4.
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Citizenship
or Place of Organization:
Argentina
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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Sole
Voting Power:
1,334,400
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6.
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Shared
Voting Power:
35,115,784
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7.
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Sole
Dispositive Power:
1,334,400
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8.
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Shared
Dispositive Power:
35,115,784
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
35,115,784
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10.
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Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
☐
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11.
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Percent
of Class Represented by Amount in Row (9):
34.30%
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12.
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Type of
Reporting Person (See Instructions):
CO
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1.
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Name of
Reporting Persons:
Helmir
S.A.
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2.
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Check
the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐
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3.
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SEC Use
Only
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4.
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Citizenship
or Place of Organization:
Uruguay
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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Sole
Voting Power:
33,781,384
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6.
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Shared
Voting Power:
0
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7.
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Sole
Dispositive Power:
33,781,384
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8.
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Shared
Dispositive Power:
0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
33,781,384
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10.
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Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
☐
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11.
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Percent
of Class Represented by Amount in Row (9):
33.00%
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12.
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Type of
Reporting Person (See Instructions):
CO
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Item 1.
(a). Name of Issuer
BrasilAgro –
Brazilian Agricultural Real Estate Company (the
“Issuer”)
(b). Address of Issuer’s Principal Executive
Offices:
1309
Av. Brigadeiro Faria Lima, 5th floor, São Paulo, São
Paulo 01452-002, Brazil
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Item 2(a). Name of
Person Filing
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Item 2(b). Address of
Principal Business Office
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(a)-(c) This statement is being filed by Eduardo S. Elsztain
(“Elsztain”) a
citizen of the Republic of Argentina who serves as Chairman of the
board of directors or Director of each of the following
companies:
(i) Cresud SACIFyA, a stock corporation
organized under the laws of Republic of Argentina
(“Cresud”);
and
(ii) Helmir S.A., a stock corporation organized
under the laws of the Republic of Uruguay (“Helmir”)
Elsztain’ s principal offices are located at
Bolívar 108, 1st floor, (C1066AAD), Ciudad Autónoma de
Buenos Aires, Argentina; Cresud’s principal offices are
located at Carlos M. Della Paolera 261, C1001ADA, Buenos Aires,
Argentina; and Helmir’s principal offices are located at
Zabala 1422, Floor 2, 11000, Montevideo, Republic of
Uruguay.
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Item 2(d). Title of
Class of Securities:
Ordinary Shares, no
par value (the “Ordinary Shares”).
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10554B104. This CUSIP number
applies to the Issuer’s American Depositary Shares
(“ADSs”), evidenced by American Depositary Receipts,
each representing one Ordinary Share of the Issuer.
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Item 3.
If this statement is filed pursuant to Rule
13d-1(b), or 13d-2(b) or (c), check whether the person filing is
a:
Not applicable.
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(a) Amount beneficially
owned:
Calculations of the
percentage of Ordinary Shares beneficially owned assume 102,377,008
Ordinary Shares outstanding as of August 18, 2023, based on
information provided by the Issuer. Each of the Reporting Persons
may be deemed to be the beneficial owner of the Ordinary Shares
listed on such Reporting Person’s cover page.
As of the date
hereof, Elsztain directly holds 100 Ordinary Shares. Elsztain may
be deemed the beneficial owner over the shares held by Cresud and
Helmir by virtue of his ability to appoint the majority of members
of the board of directors of Cresud.
As of the date
hereof, Cresud directly holds 1,334,400 ADSs representing 1,334,400
Ordinary Shares.
As of
the date hereof, Helmir directly holds 33,781,384 Ordinary
Shares.
(b)
Percent of class:
As of
the date hereof, each of the Reporting Persons may be deemed to be
the beneficial owner of the percentage of Ordinary Shares listed on
such Reporting Person’s cover page.
(c)
Number of Shares as to which the Reporting Person has:
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(i)
Sole
power to vote or to direct the vote:
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See
each cover page hereof.
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(ii) Shared
power to vote or to direct the vote:
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See
each cover page hereof.
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(iii) Sole power to
dispose or to direct the disposition of:
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See
each cover page hereof.
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(iv)
Shared
power to dispose or to direct the disposition of:
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See
each cover page hereof.
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: ☐
Ownership of More than Five Percent on Behalf of Another
Person.
Not
applicable.
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding
Company.
Not
applicable.
Identification and Classification of Members of the
Group.
See
Item 2.
Notice of Dissolution of Group.
Not
Applicable.
Certification.
Not
applicable.
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.
Dated:
August 18, 2023
Eduardo
S. Elsztain
By:
________________________
Name:
Eduardo S. Elsztain
Cresud
SACIFyA
By:
________________________
Name:
Eduardo S. Elsztain
Title:
Chairman of the Board
Helmir
S.A.
By:
________________________
Name:
Eduardo S. Elsztain
Title:
Chairman of the Board
EXHIBIT
LIST
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Exhibit A
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Joint
Filing Agreement, dated August 18, 2023, among the Reporting
Persons (filed herewith).
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Exhibit A
JOINT FILING AGREEMENT
Pursuant to and in
accordance with the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder (the “Exchange
Act”) the undersigned hereby agree to the joint filing on
behalf of each of them of any filing required by such party under
Section 13 of the Exchange Act or any rule or regulation
thereunder (including any amendment, restatement, supplement,
and/or exhibit thereto) with respect to securities of BrasilAgro
– Brazilian Agricultural Real Estate Company, a Brazilian
company, and further agree to the filing, furnishing, and/or
incorporation by reference of this Agreement as an exhibit thereto.
Each of them is responsible for the timely filing of such filings
and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but
none of them is responsible for the completeness or accuracy of the
information concerning the other persons making the filing, unless
such person knows or has reason to believe that such information is
inaccurate. This Agreement shall remain in full force and effect
until revoked by any party hereto in a signed writing provided to
each other party hereto, and then only with respect to such
revoking party. This Agreement may be executed in any number of
counterparts all of which taken together shall constitute one and
the same instrument.
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement this
18 day of August 2023.
Eduardo
S. Elsztain
By:
________________________
Name:
Eduardo S. Elsztain
Cresud
SACIFyA
By:
________________________
Name:
Eduardo S. Elsztain
Title:
Chairman of the Board
Helmir
S.A.
By:
________________________
Name:
Eduardo S. Elsztain
Title:
Chairman of the Board
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