SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Gafisa S.A.
(Name of Issuer)
(Name of Issuer)
Common Shares, without par value
(Title of Class of Securities)
P4408T158
(CUSIP Number)
Alisa Singer
Equity International, LLC
Two North Riverside Plaza
Chicago, IL 60606
(312) 466-4001
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 1, 2010
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report to
acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule
13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. o
This Amendment No. 5 relates to the Statement of Beneficial ownership on Schedule 13D
filed by the Reporting Person with the Securities and Exchange Commission (the “Commission”) on
October 21, 2008 (the “Initial Schedule 13D”), Amendment No. 1 to the Initial Schedule 13D filed on
December 3, 2009, Amendment No. 2 to the Initial Schedule 13D filed on March 18, 2010, Amendment
No. 3 filed on May 18, 2010 and Amendment No. 4 filed on August 24, 2010. Except as set forth
below, all Items of the Initial Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and
Amendment No. 4 remain unchanged. All capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Initial Schedule 13D.
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| Item 3. |
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Source and Amount of Funds or Other Consideration. |
Item 3 of the Statement is hereby amended to reflect the following information for
updating as of October 1, 2010.
In order to facilitate a sale on the BM&FBovespa, on September 28, 2010 Fund IV Pronto, LLC
transferred its ownership of 6,600,000 ADS (representing 13,200,000 Common Shares, with two (2)
Common Shares equal to one (1) ADS) to Blue Suede, LLC., another wholly-owned subsidiary of EI Fund
IV. Following such transfer, Blue Suede held the equivalent of a total of 24,829,607 Common Shares
(11,433,014 Common Shares previously held and 6,600,000 ADSs (representing 13,200,000 Common
Shares).
On October 1, 2010, Blue Suede sold 13,200,000 Common Shares through a trade executed on the
BM&FBovespa (Brazil) at a price of $7.60 per Common Share, for total proceeds to Blue
Suede of $100,275,755 (the “October 2010 Sale”). In connection with such sale 883,493 ADSs were
converted into Common Shares and sold in the transaction.
Except as set forth herein, during the last 60 days, no transactions in ADSs or Common Shares
were effected by any Reporting Person, or to the best knowledge of any Reporting Person, any of the
persons set forth in Item 2.
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| Item 5. |
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Interest in Securities of the Company. |
Item 5 of the Statement is hereby amended to reflect the following information for updating
as of October 1, 2010.
As of October 1, 2010, the Reporting Person may be deemed to be the beneficial owner of an
aggregate of 5,716,507 ADSs (representing 11,433,014 Common Shares, with two (2) Common Shares
equal to one (1) ADS) representing approximately 2.7% of the outstanding Common Shares, based upon
429,803,946 Common Shares outstanding as per the Issuer’s
Form 6-K filed on August 5, 2010. (This
amount consists of: 5,716,507 ADSs (representing 11,433,014 Common Shares) held in the name of EI
Blue Suede controlled by EI Fund IV.)
Accordingly, as of October 1, 2010 the Reporting Person’s obligations to make further reports
on Schedule 13D has terminated.
The responses of the Reporting Person to Items 7 through 11 of the portions of the cover page
of this Statement which relate to beneficial ownership of ADSs are incorporated herein by
reference.