SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
SCHEDULE 13G
 
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No.  )*
 

Fibria Celulose S.A.

(Name of Issuer)
 

Common Shares, without par value

(Title of Class of Securities)
 

31573A109

(CUSIP Number)
 

May 22, 2012

(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 8 Pages)

 

______________________________

* 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 (the "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. 31573A109 13G Page 2 of 8 Pages

 

1

NAMES OF REPORTING PERSONS

Gávea Investimentos Ltda.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Brazil

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 		5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

33,300,000

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

33,300,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

33,300,000

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.1%

12

TYPE OF REPORTING PERSON

OO

         

 

 
CUSIP No. 31573A109 13G Page 3 of 8 Pages

 

1

NAMES OF REPORTING PERSONS

Arminio Fraga Neto

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 		5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

33,300,000

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

33,300,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

33,300,000

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.01%

12

TYPE OF REPORTING PERSON

IN

         

 

 
CUSIP No. 31573A109 13G Page 4 of 8 Pages

 

 

Item 1(a). NAME OF ISSUER.
   
  The name of the issuer is Fibria Celulose S.A. (the " Company ").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company's principal executive offices are located at Alameda Santos, 1357, 6 th Floor, 01419-908, São Paulo, SP, Brazil.

 

Item 2(a). NAME OF PERSON FILING:

 

  This statement is filed by:

 

  (i) Gávea Investimentos Ltda. (" Gávea "), a Brazilian Limitada which is the investment manager of certain investment funds (the " Gávea Funds "), with respect to the Shares (as defined in Item 2(d) below) held by the Gávea Funds; and
     
  (ii) Arminio Fraga Neto, who is the control person of Gávea, with respect to the Shares held by the Gávea Funds. JPMorgan Asset Management Holdings, Inc. is the largest shareholder of Gávea.

 

  The foregoing persons are hereinafter sometimes collectively referred to as the " Reporting Persons ."
   
  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(d) of the Act, the beneficial owner of the Shares reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

  The address of the business office of each of the Reporting Persons is Av Ataulfo de Paiva, 1100, 7˚ andar, Rio de Janeiro, RJ, 22440-35, Brazil.

 

Item 2(c). CITIZENSHIP:

 

  The place of organization or citizenship, as applicable, of each of the Reporting Persons is set forth in Item 4 of the cover pages hereto and is incorporated herein by reference.

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Common Shares, without par value (the " Shares ").

 

 
CUSIP No. 31573A109 13G Page 5 of 8 Pages

 

Item 2(e). CUSIP NUMBER:
   
  31573A109

 

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) ¨ Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
       
  (f) ¨ Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
       
  (g) ¨ Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
       
  (h) ¨ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) ¨ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
       
  (j) ¨ Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
       
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: ____________________________________

   

 

 
CUSIP No. 31573A109 13G Page 6 of 8 Pages

 

Item 4. OWNERSHIP .

 

    The information required by Items 4(a) – (c)  is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.  The percentages used herein are calculated based upon 553,934,646 Shares outstanding, which reflects the number of Shares outstanding as of December 31, 2012, as reported in the Company's quarterly report on Form 20-F filed on February 28, 2013.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  Not applicable.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.

 

Item 10. CERTIFICATION.

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below, each Reporting Person certifies that, to the best of his or its 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.

 

 
CUSIP No. 31573A109 13G Page 7 of 8 Pages

 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: February 26, 2014

 

Gávea Investimentos Ltda.

 

 
/s/ Luiz Henrique Fraga   
Name: Luiz Henrique Fraga   
Title: Executive Officer  
   
   
/s/ Arminio Fraga Neto  
ARMINIO FRAGA NETO  

 

 
CUSIP No. 31573A109 13G Page 8 of 8 Pages

 

EXHIBIT 1

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: February 26, 2014

 

Gávea Investimentos Ltda.

 

 
/s/ Luiz Henrique Fraga   
Name: Luiz Henrique Fraga   
Title: Executive Officer  
   
   
/s/ Arminio Fraga Neto  
ARMINIO FRAGA NETO  

 

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