ULTRAPAR HOLDINGS INC

Regulatory Filings • Feb 23, 2018

F-6 POS 1 ultb5119472f6pos.htm POST EFFECTIVE AMENDMENT NO. 2 TO THE FORM F-6

As filed with the Securities and Exchange Commission on February 23, 2018

Registration No. 333-172398

_______

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___

POST-EFFECTIVE AMENDMENT NO. 2

TO

FORM F-6

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

For American Depositary Shares

ULTRAPAR PARTICIPAÇÕES S.A.

(Exact name of issuer of deposited securities as specified in its charter)

Ultrapar Holdings Inc.

(Translation of issuer's name into English)

FEDERATIVE REPUBLIC OF BRAZIL

(Jurisdiction of incorporation or organization of issuer)

THE BANK OF NEW YORK MELLON

(Exact name of depositary as specified in its charter)

225 Liberty Street, New York, New York 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

_____

The Bank of New York Mellon

ADR Division

225 Liberty Street, 21st Floor

New York, New York 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Brian D. Obergfell, Esq.

Emmet, Marvin & Martin, LLP

120 Broadway

New York, New York 10271

(212) 238-3032

It is proposed that this filing become effective under Rule 466

[ ] immediately upon filing

[ ] on (Date) at (Time).

If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]

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The prospectus consists of the proposed Form of American Depositary Receipt included as Exhibit A to the Form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.

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PART I

INFORMATION REQUIRED IN PROSPECTUS

Item -1. Description of Securities to be Registered

Cross Reference Sheet

| Item Number and Caption | | Location in Form of Receipt Filed
Herewith as Prospectus |
| --- | --- | --- |
| 1. Name
and address of depositary | | Introductory Article |
| 2. Title
of American Depositary Receipts and identity of deposited securities | | Face of Receipt, top center |
| Terms of Deposit: | | |
| (i) The amount of deposited securities represented by one unit of American Depositary Receipts | | Face of Receipt, upper right corner |
| (ii) The procedure for voting, if any, the deposited securities | | Articles number 15, 16 and 18 |
| (iii) The collection and distribution of dividends | | Articles number 4, 12, 13, 15 and 18 |
| (iv) The transmission of notices, reports and proxy soliciting material | | Articles number 11, 15, 16, 17 and 18 |
| (v) The sale or exercise of rights | | Articles number 13, 14, 15 and 18 |
| (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | | Articles number 12, 13, 15, 17 and 18 |
| (vii) Amendment, extension or termination of the deposit agreement | | Articles number 20 and 21 |
| (viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | | Article number 11 |
| (ix) Restrictions upon the right to deposit or withdraw the underlying securities | | Articles number 2, 3, 4, 5, 6, 8, 14 and 22 |
| (x) Limitation upon the liability of the depositary | | Articles number 14, 18, 19 and 21 |
| 3. Fees
and Charges | | Articles 7 and 8 |
| Item - 2. | Available Information | |
| | Public reports furnished by issuer | Article number 11 |

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item - 3. Exhibits

a.	Form of Amended and Restated Deposit Agreement dated as of ______, 2018, among Ultrapar Participações S.A., The Bank of New York Mellon as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1.
b.	Form of letter relating to pre-release. – Filed previously.
c.	Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) and (b) above.
d.	Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed previously.
e.	Certification under Rule 466. - Not Applicable.

Item - 4.

Undertakings

(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b) If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty days before any change in the fee schedule.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on February 23, 2018.

Legal entity created by the agreement for the issuance of American Depositary Shares for common shares of Ultrapar Participações S.A.

By: The Bank of New York Mellon,

As Depositary

By: /s/ Robert W. Goad

Name: Robert W. Goad

Title: Managing Director

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Pursuant to the requirements of the Securities Act of 1933, Ultrapar Participações S.A. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of São Paulo, Brazil on February 23, 2018.

Ultrapar Participações S.A.

| By: | /s/ Frederico
Pinheiro Fleury Curado |
| --- | --- |
| Name: | Frederico Pinheiro Fleury Curado |
| Title: | Chief Executive Officer |
| By: | /s/ André
Pires de Oliveira Dias |
| Name: | André Pires de Oliveira Dias |
| Title: | Chief Financial and Investor |
| | Relations Officer |

Each person whose signature appears below hereby constitutes and appoints Frederico Pinheiro Fleury Curado and André Pires de Oliveira Dias, and each of them severally, his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his name and on his behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.]

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on February 23, 2018.

| /s/ Pedro
Wongtschowski | /s/ Frederico
Pinheiro Fleury Curado |
| --- | --- |
| Pedro Wongtschowski | Frederico Pinheiro Fleury Curado |
| Vice Chairman of the Board of Directors | Chief Executive Officer |
| | /s/ André
Pires de Oliveira Dias |
| Alexandre Gonçalves Silva | André Pires de Oliveira Dias |
| Director | Chief Financial and Investor Relations |
| | Officer |
| /s/ Carlos
Tadeu da Costa Fraga | /s/ Roberto
Kutschat Neto |
| Carlos Tadeu da Costa Fraga | Roberto Kutschat Neto |
| Director | Corporate Controller (principal accounting |
| | officer) |
| /s/ Jorge
Marques de Toledo Camargo | |
| Jorge Marques de Toledo Camargo | |
| Director | |
| /s/ José
Maurício Pereira Coelho | |
| José Maurício Pereira Coelho | |
| Director | |
| Nildemar Secches | |
| Director | |
| /s/ Lucio
de Castro Andrade Filho | |
| Lucio de Castro Andrade Filho | |
| Director | |

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Name	Title
/ s / Donald J. Puglisi	Authorized Representative in the United States
Donald J. Puglisi
Managing Director
Puglisi & Associates

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INDEX TO EXHIBITS

Exhibit

Number Exhibit

1 Form of Amended and Restated Deposit Agreement dated as of ____, 2018, among Ultrapar Participações S.A., The Bank of New York Mellon as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder.