Vale S.A. — M&A Activity 2017

Aug 11, 2017

*SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*SCHEDULE TO*

*Tender Offer Statement Under Section 14(D)(1) Or 13(E)(1) Of The Securities Exchange Act Of 1934*

*(Amendment No. 2)*

*VALE S.A.*

(Name of subject company (Issuer))

*VALE S.A.*

(Name of Filing Person (Offeror))

Preferred Shares, Without Par Value (Including In The Form Of American Depositary Shares) (Title of classes of securities) N/A (CUSIP number of Preferred Shares) 91912E204 (CUSIP number of Preferred ADSs)

*Luciano Siani Pires Chief Financial Officer Avenida das Américas, 700 — Bloco 8 — Loja 318 22640-100 Rio de Janeiro, RJ, Brazil Tel: +55 21 3814-8888 Fax: +55 21 3814 8820* (Name, address, and telephone number of person authorized to receive notices and communications on behalf of Filing Person)

Copies to: Nicolas Grabar Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 Tel: (212) 225-2000

*CALCULATION OF FILING FEE*

Transaction Valuation(1)	Amount of Filing Fee(2)
US$19,234,848,936.21	US$2,229,318.99

(1) Estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Transaction Valuation was calculated assuming the conversion of all outstanding preferred class A shares of Vale, no par value (the “Preferred Shares”) and all outstanding American Depositary Shares, each representing one Preferred Share (the “Preferred ADSs”). The Transaction Valuation (estimated solely for purposes of computing the filing fee pursuant to Rule 0-11 under the Exchange Act) is calculated as the sum of (1) 1,967,721,926, the number of Vale Preferred Shares eligible to be converted into common shares of Vale, no par value (the “Common Shares”), in the offer, multiplied by US$7.51, the average of the high and low prices of the Preferred Shares as reported on the São Paulo Stock Exchange (B3 S.A. - Brasil, Bolsa, Balcão, or “Bovespa”) on June 23, 2017, converted into U.S. dollars based on an exchange rate of R$3.333=US$1.00, the PTAX selling rate as reported by the Central Bank of Brazil (Banco Central do Brasil) on June 23, 2017, and (2) 584,175,265, the number of outstanding Preferred ADSs, as of May 31, 2017, eligible to be exchanged for American Depositary Shares, each representing one Common Share (the “Common ADSs”), in the offer, multiplied by US$7.63, the average of the high and low prices of the Preferred ADSs as reported on the New York Stock Exchange on June 23, 2017.

(2) The filing fee, calculated in accordance with Rule 0-11 of the Exchange Act and Fee Rate Advisory No. 1 for fiscal year 2017, is US$115.90 per US$1 million (prorated for amounts less than US$1 million) of the aggregate Transaction Value. Accordingly, the filing fee is calculated by multiplying the aggregate Transaction Valuation by 0.0001159.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: US $2,229,318.99	Filing Party: Vale S.A.
Form of Registration No.: Schedule TO, No. 005-78221	Date Filed: June 28, 2017

o Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third party tender offer subject to Rule 14d-1

x issuer tender offer subject to Rule 13e-4

o going private transaction subject to Rule 13e-3

o amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

SEQ.=1,FOLIO='',FILE='C:\JMS\109761\17-19089-3\task8537943\19089-3-ba.htm',USER='109761',CD='Aug 11 06:43 2017'

**Items 1 through 11.****

This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO (the “ Schedule TO ”) filed with the Securities and Exchange Commission (the “ SEC ”), on June 28, 2017, as amended by Amendment No. 1 to the Schedule TO filed with the SEC on July 18, 2017, Amendment No. 2 to the Schedule TO filed with the SEC on July 21, 2017, and Amendment No. 3 to the Schedule TO filed with the SEC on August 9, 2017, by Vale S.A., a sociedade anônima organized under the laws of the Federative Republic of Brazil (“ Vale ”). The Schedule TO relates to the offer by Vale to convert (1) any and all outstanding American Depositary Shares, each representing one Preferred Share (the “ Preferred ADSs ”), into American Depositary Shares, each representing one Common Share (the “ Common ADSs ”), at a ratio of 0.9342 Common ADSs for each Preferred ADS, plus cash in lieu of any fractional Common ADS, and (2) any and all outstanding Preferred Shares of Vale, no par value (the “ Preferred Shares ”), other than Preferred Shares owned directly or indirectly by Vale and its subsidiaries, into Common Shares of Vale, no par value (the “ Common Shares ”), at a ratio of 0.9342 Common Shares for each Preferred Share, plus cash in lieu of any fractional Common Share, upon the terms and subject to the conditions set forth in the offer to convert dated June 28, 2017 (the “ Offer to Convert ”) and in the related letter of transmittal (the “ Letter of Transmittal ”). The information set forth in the Offer to Convert, including, without limitation, all schedules thereto, and the related Letter of Transmittal, is incorporated herein by reference with respect to Items 1 through 11 of this Schedule TO.

**Item 12 Exhibits.****

Item 12 of the Schedule TO is hereby amended and supplemented as described below.

The following exhibits are hereby added to Item 12 of the Schedule TO:

Exhibit No	Description
(a)(5)(U)	Press Release “Vale announces interim results for voluntary conversion” (incorporated by reference to Vale S.A.’s current report on Form 6-K furnished to the SEC on August 10, 2017).

**Item 13 Information Required by Schedule 13E-3.****

Not applicable.

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\109761\17-19089-3\task8537943\19089-3-ba.htm',USER='109761',CD='Aug 11 06:43 2017'

*SIGNATURE*

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 10, 2017
Vale S.A.
By:	/s/ Carla Dodsworth Albano Miller
Name: Carla Dodsworth Albano Miller
Title: Attorney-in-Fact
(pursuant to the Power of Attorney dated July 17, 2017, filed with Amendment No. 1 to the Schedule TO)

By:
Name: Fernando Mascarenhas Cavalcanti de Barros
Title: Attorney-in-Fact
(pursuant to the Power of Attorney dated July 17, 2017, filed with Amendment No. 1 to the Schedule TO)

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\109761\17-19089-3\task8537943\19089-3-ba.htm',USER='109761',CD='Aug 11 06:43 2017'

*EXHIBIT INDEX*

Exhibit No	Description
(a)(5)(U)	Press Release “Vale announces interim results for voluntary conversion” (incorporated by reference to Vale S.A.’s current report on Form 6-K furnished to the SEC on August 10, 2017).

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\109761\17-19089-3\task8537943\19089-3-ba.htm',USER='109761',CD='Aug 11 06:43 2017'