UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)
ANHEUSER-BUSCH INBEV SA/NV
(Name of Issuer)
Ordinary Shares, without nominal value
American Depositary Shares, each of which represents 1 (one) Ordinary Share,
without nominal value, evidenced by American Depositary Receipts
(Title of Class of Securities)
03524A108
(CUSIP Number)
December 31, 2014
(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) | |
| x | Rule 13d-1(d) |
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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CUSIP No. 03524A108 |
| 1. | Names of Reporting Persons. BRC S.à.R.L. | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) o | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization Luxembourg | ||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power: 0 | |
| 6. | Shared Voting Power: 838,902,092 Ordinary Shares | ||
| 7. | Sole Dispositive Power: 0 | ||
| 8. | Shared Dispositive Power: 838,902,092 Ordinary Shares | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 838,902,092 Ordinary Shares | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||
| 11. | Percent of Class Represented by Amount in Row (9) 52.2% | ||
| 12. | Type of Reporting Person (See Instructions) CO | ||
Page 2 of 24 Pages
CUSIP No. 03524A108 |
| 1. | Names of Reporting Persons. Stichting Anheuser-Busch InBev | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) o | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization The Netherlands | ||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power: 0 | |
| 6. | Shared Voting Power: 838,902,092 Ordinary Shares | ||
| 7. | Sole Dispositive Power: 0 | ||
| 8. | Shared Dispositive Power: 838,902,092 Ordinary Shares | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 838,902,092 Ordinary Shares | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||
| 11. | Percent of Class Represented by Amount in Row (9) 52.2% | ||
| 12. | Type of Reporting Person (See Instructions) OO | ||
Page 3 of 24 Pages
CUSIP No. 03524A108 |
| 1. | Names of Reporting Persons. Eugénie Patri Sébastien S.A. | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) o | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization Luxembourg | ||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power: 0 | |
| 6. | Shared Voting Power: 838,902,092 Ordinary Shares | ||
| 7. | Sole Dispositive Power: 0 | ||
| 8. | Shared Dispositive Power: 838,902,092 Ordinary Shares | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 838,902,092 Ordinary Shares | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||
| 11. | Percent of Class Represented by Amount in Row (9) 52.2% | ||
| 12. | Type of Reporting Person (See Instructions) CO | ||
Page 4 of 24 Pages
CUSIP No. 03524A108 |
| 1. | Names of Reporting Persons. Rayvax Société d’Investissements S.A. | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) o | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization Belgium | ||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power: 0 | |
| 6. | Shared Voting Power: 838,902,092 Ordinary Shares | ||
| 7. | Sole Dispositive Power: 0 | ||
| 8. | Shared Dispositive Power: 838,902,092 Ordinary Shares | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 838,902,092 Ordinary Shares | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||
| 11. | Percent of Class Represented by Amount in Row (9) 52.2% | ||
| 12. | Type of Reporting Person (See Instructions) CO | ||
Page 5 of 24 Pages
CUSIP No. 03524A108 |
| 1. | Names of Reporting Persons. Sébastien Holding NV/SA | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) o | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization Belgium | ||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power: 0 | |
| 6. | Shared Voting Power: 838,902,092 Ordinary Shares | ||
| 7. | Sole Dispositive Power: 0 | ||
| 8. | Shared Dispositive Power: 838,902,092 Ordinary Shares | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 838,902,092 Ordinary Shares | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||
| 11. | Percent of Class Represented by Amount in Row (9) 52.2% | ||
| 12. | Type of Reporting Person (See Instructions) CO | ||
Page 6 of 24 Pages
CUSIP No. 03524A108 |
| 1. | Names of Reporting Persons. Fonds InBev-Baillet Latour SPRL | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) o | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization Belgium | ||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power: 0 | |
| 6. | Shared Voting Power: 838,902,092 Ordinary Shares | ||
| 7. | Sole Dispositive Power: 0 | ||
| 8. | Shared Dispositive Power: 838,902,092 Ordinary Shares | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 838,902,092 Ordinary Shares | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||
| 11. | Percent of Class Represented by Amount in Row (9) 52.2% | ||
| 12. | Type of Reporting Person (See Instructions) CO | ||
Page 7 of 24 Pages
CUSIP No. 03524A108 |
| 1. | Names of Reporting Persons. Fonds Voorzitter Verhelst BVBA | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) o | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization Belgium | ||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power: 0 | |
| 6. | Shared Voting Power: 838,902,092 Ordinary Shares | ||
| 7. | Sole Dispositive Power: 0 | ||
| 8. | Shared Dispositive Power: 838,902,092 Ordinary Shares | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 838,902,092 Ordinary Shares | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||
| 11. | Percent of Class Represented by Amount in Row (9) 52.2% | ||
| 12. | Type of Reporting Person (See Instructions) CO | ||
Page 8 of 24 Pages
CUSIP No. 03524A108 |
| 1. | Names of Reporting Persons. Jorge Paulo Lemann | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) o | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization Federative Republic of Brazil | ||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power: 9,000 | |
| 6. | Shared Voting Power: 838,903,657 Ordinary Shares | ||
| 7. | Sole Dispositive Power: 9,000 | ||
| 8. | Shared Dispositive Power: 838,903,657 Ordinary Shares | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 838,912,657 Ordinary Shares | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||
| 11. | Percent of Class Represented by Amount in Row (9) 52.2% | ||
| 12. | Type of Reporting Person (See Instructions) IN | ||
Page 9 of 24 Pages
CUSIP No. 03524A108 |
| 1. | Names of Reporting Persons. Carlos Alberto da Veiga Sicupira | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) o | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization Federative Republic of Brazil | ||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power: 0 | |
| 6. | Shared Voting Power: 838,903,657 Ordinary Shares | ||
| 7. | Sole Dispositive Power: 0 | ||
| 8. | Shared Dispositive Power: 838,903,657 Ordinary Shares | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 838,903,657 Ordinary Shares | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||
| 11. | Percent of Class Represented by Amount in Row (9) 52.2% | ||
| 12. | Type of Reporting Person (See Instructions) IN | ||
Page 10 of 24 Pages
CUSIP No. 03524A108 |
| 1. | Names of Reporting Persons. Marcel Herrmann Telles | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization Federative Republic of Brazil | ||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power: 3,596,355 | |
| 6. | Shared Voting Power: 838,903,657 Ordinary Shares | ||
| 7. | Sole Dispositive Power: 3,596,355 | ||
| 8. | Shared Dispositive Power: 838,903,657 Ordinary Shares | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 842,500,012 Ordinary Shares | ||
| 10. | |||
| 11. | Percent of Class Represented by Amount in Row (9) 52.4% | ||
| 12. | Type of Reporting Person (See Instructions) IN | ||
Page 11 of 24 Pages
| Item 1. |
(a) | Name of Issuer: Anheuser-Busch InBev SA/NV |
(b) | Address of Issuer’s Principal Executive Offices Brouwerijplein 1, 3000 Leuven, Belgium |
| Item 2. |
(a) | Name of Person Filing BRC S.à.R.L. Stichting Anheuser-Busch InBev Eugénie Patri Sébastien S.A. Rayvax Société d’Investissements S.A. Sébastien Holding NV/SA Fonds InBev-Baillet Latour SPRL Fonds Voorzitter Verhelst BVBA Jorge Paulo Lemann Carlos Alberto da Veiga Sicupira Marcel Herrmann Telles |
(b) | Address of Principal Business Office or, if none, Residence The address of the principal business office of BRC S.à.R.L. is: 3, Boulevard Royal, L-2449 Luxembourg. The address of the principal business office of Stichting Anheuser-Busch InBev is: De Boelelaan 7, NL – 1083 Amsterdam, The Netherlands. The address of the principal business office of Eugénie Patri Sébastien S.A. is: Route de Longwy 488, L-1940 Luxembourg. The address of the principal business office of Rayvax Société d’Investissements S.A. is: 19, Square Vergote, B-1200 Brussels, Belgium. The address of the principal business office of Sébastien Holding NV/SA is: 19, Square Vergote, B-1200 Brussels, Belgium. The address of the principal business office of Fonds InBev-Baillet Latour SPRL is: Grand’Place 1, 1000 Brussels, Belgium. The address of the principal business office of Fonds Voorzitter Verhelst BVBA is: Brouwerijplein 1, 3000 Leuven, Belgium. The address of the principal business office of Jorge Paulo Lemann is: Zürcherstrasse 325, 8645 Jona, Switzerland. The address of the principal business office of Carlos Alberto da Veiga Sicupira is: Redingstrasse 4, 3rd Flr, CH - 9000, St. Gallen, Switzerland. The address of the principal business office of Marcel Herrmann Telles is: Redingstrasse 4, 4th Flr, CH - 9000, St. Gallen, Switzerland. |
Page 12 of 24 Pages
(c) | Citizenship See Item 4 of Cover Pages |
(d) | Title of Class of Securities Ordinary Shares |
(e) | CUSIP Number 03524A108 |
| 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) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
(b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
(d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
(e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
(g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
(h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership. |
(a) | Amount beneficially owned: See Item 9 of Cover Pages. | |
(b) | Percent of class: See Item 11 of Cover Pages. | |
(c) | Number of shares as to which the person has: | |
(i) | Sole power to vote or to direct the vote See Item 5 of Cover Pages. | |
(ii) | Shared power to vote or to direct the vote See Item 6 of Cover Pages. | |
(iii) | Sole power to dispose or to direct the disposition of See Item 7 of Cover Pages. | |
(iv) | Shared power to dispose or to direct the disposition of See Item 8 of Cover Pages. | |
Page 13 of 24 Pages
| 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.
| 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. |
See Item 2(a).
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable.
Page 14 of 24 Pages
SIGNATURE
After reasonable 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.
BRC S.À.R.L. by /s/ Carlos Alberto Da Viega Sicupira Name: Carlos Alberto Da Viega Sicupira Title: Class A Director | |
by /s/ Alexandre Behring Name: Alexandre Behring Title: Class B Director |
Page 15 of 24 Pages
SIGNATURE
After reasonable 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.
Date: February 13, 2015
STICHTING ANHEUSER-BUSCH INBEV by /s/ Paul Cornet de Ways Ruart Name: Paul Cornet de Ways Ruart Title: Class A Director | |
by /s/ Roberto Moses Thompson Motta Name: Roberto Moses Thompson Motta Title: Class B Director |
Page 16 of 24 Pages
SIGNATURE
After reasonable 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.
Date: February 13, 2015
EUGÉNIE PATRI SÉBASTIEN S.A. by /s/ Paul Cornet de Ways Ruart Name: Paul Cornet de Ways Ruart Title: Director | |
by /s/ Alexandre Van Damme Name: Alexandre Van Damme Title: Director | |
by /s/ Grégoire de Spoelberch Name: Grégoire de Spoelberch Title: Director |
Page 17 of 24 Pages
SIGNATURE
After reasonable 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.
Date: February 13, 2015
RAYVAX SOCIÉTÉ D’INVESTISSEMENTS S.A. by /s/ Paul Cornet de Ways Ruart Name: Paul Cornet de Ways Ruart Title: Director | |
by /s/ Arnoud de Pret Name: Arnoud de Pret Title: Director |
Page 18 of 24 Pages
SIGNATURE
After reasonable 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.
Date: February 13, 2015
SÉBASTIEN HOLDING NV/SA by /s/ Paul Cornet de Ways Ruart Name: Paul Cornet de Ways Ruart Title: Director | |
by /s/ Arnoud de Pret Name: Arnoud de Pret Title: Director |
Page 19 of 24 Pages
SIGNATURE
After reasonable 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.
Date: February 13, 2015
FONDS INBEV-BAILLET LATOUR SPRL by /s/ Alain De Waele Name: Alain De Waele Title: Director |
Page 20 of 24 Pages
SIGNATURE
After reasonable 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.
Date: February 13, 2015
FONDS VOORZITTER VERHELST BVBA by /s/ Ludo Degelin Name: Ludo Degelin Title: Director | |
by /s/ Luc Hermans Name: Luc Hermans Title: Director |
Page 21 of 24 Pages
SIGNATURE
After reasonable 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.
Date: February 13, 2015
JORGE PAULO LEMANN * Name: Jorge Paulo Lemann |
*By /s/ Roberto Moses Thompson Motta Roberto Moses Thompson Motta Attorney-in-Fact |
Page 22 of 24 Pages
SIGNATURE
After reasonable 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.
Date: February 13, 2015
CARLOS ALBERTO DA VEIGA SICUPIRA * Name: Carlos Alberto Da Veiga Sicupira |
*By /s/ Roberto Moses Thompson Motta Roberto Moses Thompson Motta Attorney-in-Fact |
Page 23 of 24 Pages
SIGNATURE
After reasonable 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.
Date: February 13, 2015
MARCEL HERRMANN TELLES * Name: Marcel Herrmann Telles |
*By /s/ Roberto Moses Thompson Motta Roberto Moses Thompson Motta Attorney-in-Fact |
Page 24 of 24 Pages
INDEX TO EXHIBITS
| Exhibit No. | Description |
| Exhibit 99.1 | Item 7 Information |
| Exhibit 99.2 | Power of Attorney of Jorge Paulo Lemann |
| Exhibit 99.3 | Power of Attorney of Carlos Alberto Da Veiga Sicupira |
| Exhibit 99.4 | Power of Attorney of Marcel Herrmann Telles |