EMBRAER S.A. — Major Shareholding Notification 2009

Apr 7, 2009

SC 13G 1 y01449sc13g.htm SCHEDULE 13G SC 13G PAGEBREAK

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934 (Amendment No.)*

EMBRAER — EMPRESA BRASILEIRA DE AERONÁUTICA S.A.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

29081M102

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b) o Rule 13d-1(c) þ Rule 13d-1(d)

• 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).

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CUSIP No. 29081M102

| 1 | NAME OF REPORTING PERSON Júlio Rafael de Aragão Bozano S.S. or I.R.S. Identification No. of Above Person Not Applicable | | | --- | --- | --- | | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | | | (a) o | | | | (b) þ | | | 3 | SEC USE ONLY | | | 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | | Brazil | | | | 5 | SOLE VOTING POWER | | NUMBER OF | | -0- | | SHARES | 6 | SHARED VOTING POWER | | BENEFICIALLY | | | | OWNED BY | | 75,133,609 | | EACH | 7 | SOLE DISPOSITIVE POWER | | REPORTING | | | | PERSON | | -0- | | WITH: | 8 | SHARED DISPOSITIVE POWER | | | | 75,133,609 | | 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | | 75,133,609 | | | 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | | | | o | | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | | | | 10.4% | | | 12 | TYPE OF REPORTING PERSON | | | | IN | |

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CUSIP No. 29081M102

1	NAME OF REPORTING PERSON Cia. Bozano S.S. or I.R.S. Identification No. of Above Person Not Applicable
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Brazil
	5	SOLE VOTING POWER
NUMBER OF		-0-
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		66,236,689
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		-0-
WITH:	8	SHARED DISPOSITIVE POWER
		66,236,689
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	66,236,689
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	9.2%
12	TYPE OF REPORTING PERSON
	CO

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TOC /TOC link2 "Item 1"

Item 1.

link2 "Item 1(a). Name of Issuer"

Item 1(a). Name of Issuer:

Embraer — Empresa Brasileira de Aeronáutica S.A.

link2 "Item 1(b). Address of Issuer’s Principal Executive Offices:"

Item 1(b). Address of Issuer’s Principal Executive Offices:

Av. Brigadeiro Faria Lima, 2170 12227-901 São José dos Campos, São Paulo Brazil

link2 "Item 2"

Item 2.

link2 "Item 2(a). Name of Person(s) Filing:"

Item 2(a). Name of Person(s) Filing:

Júlio Rafael de Aragão Bozano

Cia. Bozano

Júlio Rafael de Aragão Bozano owns 99.66% of Cia. Bozano.

link2 "Item 2(b). Address of Principal Business Office:"

Item 2(b). Address of Principal Business Office:

Júlio Rafael de Aragão Bozano

Rua Visconde de Ouro Preto, No. 5 — 11° andar

Botafogo, Rio de Janeiro — RJ

CEP 22250-180

Brazil

Cia. Bozano

Rua Visconde de Ouro Preto, No. 5 — 11° andar

Botafogo, Rio de Janeiro — RJ

CEP 22250-180

Brazil

link2 "Item 2(c). Citizenship or Place of Organization:"

Item 2(c). Citizenship or Place of Organization:

Júlio Rafael de Aragão Bozano is a citizen of Brazil.

Cia. Bozano is a corporation ( sociedade anônima ) organized under the laws of Brazil.

link2 "Item 2(d). Title of Class of Securities:"

Item 2(d). Title of Class of Securities:

Common Shares

Item 2(e). CUSIP Number:

Item 2(e). CUSIP Number:

29081M102

link2 "Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: Not Applicable "

Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: Not Applicable

(a) o A broker or dealer under Section 15 of the 1934 Act

(b) o A bank as defined in Section 3(a)(6) of the 1934 Act

(c) o An insurance company as defined in Section 3(a) (19) of the 1934 Act

(d) o An investment company registered under Section 8 of the Investment Company Act of 1940

(e) o An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E)

(f) o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)

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(g) o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)

(h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act

(i) o A church plan that is excluded from the definition of investment Company under Section 3(c)(14) of the Investment Company Act of 1940

(j) o A group, in accordance with Rule 13d-1(b)(1)(ii)(J)

link2 "Item 4. Ownership"

Item 4. Ownership

(a) Amount Beneficially Owned:

See Item 9 of attached cover pages.

(b) Percent of Class:

See Item 11 of attached cover pages.

(c) Number of shares as to which the person has:

(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

(iv) shared power to dispose or to direct the disposition

See Items 5-8 of attached cover pages.

link2 "Item 5. Ownership of Five Percent or Less of a Class"

Item 5. 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 o

link2 "Item 6. Ownership of More than Five Percent on Behalf of Another Person"

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

link2 "Item 7. Identification and Classification of the Subsidiary which Acquired the Security being Reported on by the Parent Holding Company or Control Person"

Item 7. Identification and Classification of the Subsidiary which Acquired the Security being Reported on by the Parent Holding Company or Control Person

Not Applicable

link2 "Item 8. Identification and Classification of Members of the Group"

Item 8. Identification and Classification of Members of the Group

Not Applicable

link2 "Item 9. Notice of Dissolution of Group"

Item 9. Notice of Dissolution of Group

Not Applicable

link2 "Item 10. Certification"

Item 10. Certification

Not Applicable

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

Dated: April 7, 2009

Júlio Rafael de Aragão Bozano

By:	/s/ Júlio Rafael de Aragão Bozano
	Name: Júlio Rafael de Aragão Bozano
	Title: Authorized Signatory
Cia. Bozano
By:	/s/ Sergio Eraldo de Salles Pinto
	Name: Sergio Eraldo de Salles Pinto
	Title: Executive Officer

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