Amended Statement of Ownership (sc 13g/a)
February 14 2017 - 3:19PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 6)*
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ADECOAGRO
S.A.
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(Name of Issuer)
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Common Shares
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(Title of Class of Securities)
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L00849106
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(CUSIP Number)
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December
31, 2016
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(Date of Event Which Requires Filing of This Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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¨
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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ý
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Rule 13d-1(d)
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(Page 1 of 12 Pages)
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______________________________
*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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No.
L00849106
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13G/A
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Page
2
of 12 Pages
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1
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NAME OF REPORTING PERSON
Ospraie Equity Master Fund L.P.
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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)
¨
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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
Cayman Islands
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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
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6
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SHARED VOTING POWER
152,121
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
152,121
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
152,121
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.13%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No.
L00849106
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13G/A
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Page
3
of 12 Pages
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1
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NAME OF REPORTING PERSON
Ospraie Special Opportunities Master Holdings 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)
¨
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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
Cayman Islands
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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
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6
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SHARED VOTING POWER
9,145,614
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
9,145,614
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,145,614
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.53%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No.
L00849106
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13G/A
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Page
4
of 12 Pages
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1
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NAME OF REPORTING PERSON
Ospraie Management, LLC
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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)
¨
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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
Delaware
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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
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6
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SHARED VOTING POWER
9,145,614
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
9,145,614
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,145,614
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.53%
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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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13G/A
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Page
5
of 12 Pages
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1
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NAME OF REPORTING PERSON
Ospraie Advisors, L.P.
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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)
¨
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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
Delaware
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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
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6
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SHARED VOTING POWER
9,145,614
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
9,145,614
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,145,614
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.53%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No.
L00849106
|
13G/A
|
Page
6
of 12 Pages
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1
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NAME OF REPORTING PERSON
Dwight Anderson
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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)
¨
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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
United States
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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
|
6
|
SHARED VOTING POWER
9,297,735
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
9,297,735
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,297,735
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.65%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No.
L00849106
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13G/A
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Page
7
of 12 Pages
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This Amendment
No. 6 amends and supplements the statement on Schedule 13G filed with the Securities and Exchange Commission (the “SEC”)
on October 3, 2011, Amendment No. 1 filed with the SEC on February 14, 2012, Amendment No. 2 filed with the SEC on February 14,
2013, Amendment No. 3 filed with the SEC on February 14, 2014, Amendment No. 4 filed with the SEC on February 17, 2015, and Amendment
No. 5 filed with the SEC on February 16, 2016 (collectively, together with this Amendment No. 6, the "Schedule 13G").
The Reporting Persons are filing this Amendment No. 6 pursuant to
Rule 13d-1(d)
as they have
determined that the Schedule 13G would properly be filed under such Rule.
Item 1(a).
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NAME OF ISSUER
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Adecoagro S.A. (the “Company”)
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Item 1(b).
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
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13-15 Avenue de la Liberte
L-1931 Luxembourg
R.C.S. Luxembourg B 153 681
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Item 2(a).
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NAME OF PERSON FILING
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(i)
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Ospraie Equity Master Fund L.P. (“Equity Master”), with respect to the Common Shares, par value $1.50 per share (the “Common Shares”) held by it; Ospraie (Cayman) GP E Ltd. (“Equity GP”), serves as the general partner of Equity Master; Ospraie Group II, LLC (“Group II”) serves as the managing member of Equity GP; and Ospraie Holding II, LLC (“Holding II”) serves as the managing member of Group II;
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(ii)
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Ospraie Special Opportunities Master Holdings Ltd. (“Master Holdings”), with respect to the Common Shares held by it;
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(iii)
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Ospraie Management, LLC (“Investment Manager”), which serves as the managing member of Advisors LLC (as defined below), with respect to the Common Shares directly held by Master Holdings; Ospraie Holding I, L.P. (“Ospraie Holding”) serves as the managing member of Investment Manager; and Ospraie Management, Inc. (“Ospraie Management”) serves as the general partner of Ospraie Holding;
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(iv)
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Ospraie Advisors, L.P. (“Advisors LP”), which serves as the investment manager to Master Holdings with respect to the Common Shares directly held by Master Holdings; and Ospraie Advisors, LLC (“Advisors LLC”) serves as the general partner to Advisors LP; and.
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(v)
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Dwight Anderson (“Mr. Anderson”), the president and sole shareholder of Ospraie Management, with respect to the Common Shares directly held by Master Holdings and as managing member of Holding II, with respect to the Common Shares directly held by Equity Master.
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The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
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CUSIP No.
L00849106
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13G/A
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Page
8
of 12 Pages
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The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the securities reported herein.
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
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All Reporting Persons and associated investment
advisors referenced herein are located at:
437 Madison Avenue, 28
th
Floor
New York, NY 10022, U.S.A.
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Item 2(c).
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CITIZENSHIP
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Equity Master is a Cayman Islands exempted limited partnership.
Master Holdings is a Cayman Islands exempted company.
Investment Manager is a Delaware limited liability company.
Advisors LP is a Delaware limited partnership.
Mr. Anderson is a citizen of The United States of America.
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Item 2(d).
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TITLE OF CLASS OF SECURITIES
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Common Shares, par value $1.50 per share
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Item 2(e).
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CUSIP NUMBER
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L00849106
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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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 association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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CUSIP No.
L00849106
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13G/A
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Page
9
of 12 Pages
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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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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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¨
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Group, in accordance with §240.13d–1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please
specify the type of institution: _________________________________________
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Item 4.
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OWNERSHIP
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The percentages used herein are calculated based upon 121,487,842 Common Shares outstanding, as reported in the Company’s Condensed Consolidated Interim Financial Statements as of September 30, 2016 filed on November 14, 2016.
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(a) Amount Beneficially Owned
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See Item 9 of cover pages.
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(b) Percent of Class
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See Item 11 of cover pages.
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(c) Number of shares as to which the person has
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See Items 5-8 of cover pages.
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(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition
of
(iv) shared power to dispose or to direct the
disposition of
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
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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 [__]
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
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Not applicable
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
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Not applicable.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
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Not applicable.
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CUSIP No.
L00849106
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13G/A
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Page
10
of 12 Pages
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP
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Not applicable.
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By signing below each of the Reporting Persons certify that, to the best of such person’s knowledge and belief, the securities referred to above 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
|
13G/A
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Page
11
of 12 Pages
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SIGNATURES
After reasonable
inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
DATE: February 14, 2017
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OSPRAIE MANAGEMENT, LLC
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By:
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Ospraie Holding I, L.P., its Managing Member
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By:
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Ospraie Management, Inc., its General Partner
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By:
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/s/ Jason Mraz
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Jason Mraz
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Authorized Signatory
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OSPRAIE ADVISORS, L.P.
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By:
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Ospraie Advisors, LLC, its General Partner
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By:
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Ospraie Management, LLC, its Managing Member
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By:
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Ospraie Holding I, L.P., its Managing Member
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By:
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Ospraie Management Inc., its General Partner
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By:
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/s/ Jason Mraz
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Jason Mraz
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Authorized Signatory
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OSPRAIE EQUITY MASTER FUND L.P.
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By:
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Ospraie (Cayman) GP E Ltd., its General Partner
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By:
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Ospraie Group II, LLC, its Managing Member
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By:
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Ospraie Holding II, LLC, its Managing Member
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By:
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/s/ Jason Mraz
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Jason Mraz
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Authorized Signatory
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OSPRAIE SPECIAL OPPORTUNITIES MASTER HOLDINGS LTD.
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By:
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Ospraie Advisors L.P., its Investment Manager
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By:
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Ospraie Advisors, LLC, its General Partner
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By:
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Ospraie Management, LLC, its Managing Member
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By:
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Ospraie Holding I, L.P., its Managing Member
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By:
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Ospraie Management Inc., its General Partner
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By:
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/s/ Jason Mraz
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Jason Mraz
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Authorized Signatory
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CUSIP No.
L00849106
|
13G/A
|
Page
12
of 12 Pages
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DWIGHT ANDERSON
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By:
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/s/ Dwight Anderson
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Dwight Anderson
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