AMBEV S.A. — Regulatory Filings 2019

Jun 20, 2019

6-K 1 ambevsa20190618_6k1.htm NOTICE OF CAPITAL INCREASE APPROVED BY THE BOARD OF DIRECTORS ambevsa20190618_6k1.htm - Generated by SEC Publisher for SEC Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

For the month of June, 2019

Commission File Number 1565025

AMBEV S.A.

(Exact name of registrant as specified in its charter)

AMBEV S.A.

(Translation of Registrant's name into English)

Rua Dr. Renato Paes de Barros, 1017 - 3rd Floor 04530-000 São Paulo, SP Federative Republic of Brazil

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F X Form 40-F _

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes _ No X_

AMBEV S.A.

CNPJ/ME No. 07.526.557/0001-00

NIRE 35.300.368.941

(“ Company ”)

NOTICE OF CAPITAL INCREASE APPROVED BY THE BOARD OF DIRECTORS

( Pursuant to Exhibit 30-XXXII of Brazilian Securities and Exchange Commission’s Normative Ruling No. 480/09 )

On June 19 th , 2019 at 5:00 pm, the Board of Directors verified the issuance of new common shares, whitin the authorized capital limit, as a result of the exercise by certain beneficiaries of options granted by Companhia de Bebidas Das Américas – AmBev on March 1 st , 2010, received by the Company under the Migration Program, as approved by the Board of Directors on July 31 st , 2013, within the scope of the Company’s Stock Option Plan approved by the Shareholders’ General Meeting held on July 30 th , 2013.

a. Date of approval of the stock option plan by the Shareholders’ General Meeting

The Stock Option Plan was approved by the Shareholders’ General Meeting held on on July 30 th , 2013.

b. Capital Increase Amount and New Capital Stock

Capital increase amount	BRL 72,802.91
New capital stock	BRL 57,799,792,732.00

c. Amount of issued shares per type and class

32,200 new common shares with no par value.

d. Issuance price of the new shares

Issuance price per price BRL 2.26096

e. Price for each of the issuer’s types and classes of shares in the respective markets in which the shares are negotiated, identifying:

i. Lower, average and highest market price on each of the last three (3) years

Price (1)	2018 (BRL)	2017 (BRL)	2016 (BRL)
Lower	14.70	15.36	14.76
Average	19.25	18.15	17.05
Highest	23.58	21.11	18.47

(1) Historical price adjusted in order to reflect payments of interest on shareholder’s equity, as well as dividend distributions.

ii. Lower, average and highest price on each quarter of the last two (2) years

Price (1)	1Q2019 (BRL)	4Q2018 (BRL)	3Q2018 (BRL)	2Q2018 (BRL)	1Q2018 (BRL)	4Q2017 (BRL)	3Q2017 (BRL)	2Q2017 (BRL)
Lower	16.15	14.70	17.55	17.59	20.88	19.27	16.96	16.66
Average	17.48	16.12	18.42	20.56	21.84	20.02	18.79	17.50
Highest	18.75	18.06	19.49	23.51	23.58	21.11	20.53	18.74

(1) Historical price adjusted in order to reflect payments of interest on shareholder’s equity, as well as dividend distributions.

iii. Lower, average and highest price on each month of the last six (6) months

Price (1)	05/2019 (BRL)	04/2019 (BRL)	03/2019 (BRL)	02/2019 (BRL)	01/2019 (BRL)	12/2018 (BRL)
Lower	16.49	16.77	16.37	17.23	16.15	15.10
Average	17.26	17.50	16.83	18.34	17.25	15.67
Highest	18.06	18.47	17.31	18.75	18.00	16.40

(1) Historical price adjusted in order to reflect payments of interest on shareholder’s equity, as well as dividend distributions.

iv. Average price on the last ninety (90) days

Price (1)	90 days (BRL)
Average	17.35

(1) Historical price adjusted in order to reflect payments of interest on shareholder’s equity, as well as dividend distributions.

f. Potential dilution percentage arising from the issuance

Dilution percentage 0.00020%

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 19, 2019

AMBEV S.A.
By:	/s/ Fernando Mommensohn Tennenbaum
	Fernando Mommensohn Tennenbaum Chief Financial and Investor Relations Officer