Ospraie Management SC 13G/A Adecoagro S.A.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)

ADECOAGRO S.A.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

L00849106

(CUSIP Number)

December 31, 2013

(Date of Event which Requires Filing of this Statement)

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

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ 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 disclosures provided in a prior cover page.

CUSIP No.

L00849106

1.	Name of Reporting Person Ospraie Equity Master Fund L.P.
2.	Check the Appropriate Box if a Member of a Group		(a) o (b) ý
3.	SEC Use Only
4.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned By Each Reporting Person With	5.	Sole Voting Power -0-
	6.	Shared Voting Power 160,000
	7.	Sole Dispositive Power -0-
	8.	Shared Dispositive Power 160,000
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 160,000
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares		¨
11.	Percent of Class Represented by Amount in Row (9) 0.13%
12.	Type of Reporting Person PN

CUSIP No.

L00849106

1.	Name of Reporting Person Ospraie (Cayman) GP E Ltd.
2.	Check the Appropriate Box if a Member of a Group		(a) o (b) ý
3.	SEC Use Only
4.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned By Each Reporting Person With	5.	Sole Voting Power -0-
	6.	Shared Voting Power 160,000
	7.	Sole Dispositive Power -0-
	8.	Shared Dispositive Power 160,000
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 160,000
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares		¨
11.	Percent of Class Represented by Amount in Row (9) 0.13%
12.	Type of Reporting Person OO

CUSIP No.

L00849106

1.	Name of Reporting Person Ospraie Group II, LLC
2.	Check the Appropriate Box if a Member of a Group		(a) o (b) ý
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned By Each Reporting Person With	5.	Sole Voting Power -0-
	6.	Shared Voting Power 160,000
	7.	Sole Dispositive Power -0-
	8.	Shared Dispositive Power 160,000
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 160,000
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares		¨
11.	Percent of Class Represented by Amount in Row (9) 0.13%
12.	Type of Reporting Person OO

CUSIP No.

L00849106

1.	Name of Reporting Person Ospraie Holding II, LLC
2.	Check the Appropriate Box if a Member of a Group		(a) o (b) ý
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned By Each Reporting Person With	5.	Sole Voting Power -0-
	6.	Shared Voting Power 160,000
	7.	Sole Dispositive Power -0-
	8.	Shared Dispositive Power 160,000
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 160,000
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares		¨
11.	Percent of Class Represented by Amount in Row (9) 0.13%
12.	Type of Reporting Person OO

CUSIP No.

L00849106

1.	Name of Reporting Person Ospraie Special Opportunities Master Holdings Ltd.
2.	Check the Appropriate Box if a Member of a Group		(a) o (b) ý
3.	SEC Use Only
4.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned By Each Reporting Person With	5.	Sole Voting Power -0-
	6.	Shared Voting Power 10,562,684
	7.	Sole Dispositive Power -0-
	8.	Shared Dispositive Power 10,562,684
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,562,684
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares		¨
11.	Percent of Class Represented by Amount in Row (9) 8.64%
12.	Type of Reporting Person OO

CUSIP No.

L00849106

1.	Name of Reporting Person Ospraie Special Opportunities Master Alternative Holdings, LLC
2.	Check the Appropriate Box if a Member of a Group		(a) o (b) ý
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned By Each Reporting Person With	5.	Sole Voting Power -0-
	6.	Shared Voting Power 127,530
	7.	Sole Dispositive Power -0-
	8.	Shared Dispositive Power 127,530
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 127,530
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares		¨
11.	Percent of Class Represented by Amount in Row (9) 0.10%
12.	Type of Reporting Person OO

CUSIP No.

L00849106

1.	Name of Reporting Person Ospraie Management, LLC
2.	Check the Appropriate Box if a Member of a Group		(a) o (b) ý
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned By Each Reporting Person With	5.	Sole Voting Power -0-
	6.	Shared Voting Power 10,690,214
	7.	Sole Dispositive Power -0-
	8.	Shared Dispositive Power 10,690,214
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,690,214
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares		¨
11.	Percent of Class Represented by Amount in Row (9) 8.74%
12.	Type of Reporting Person IA

CUSIP No.

L00849106

1.	Name of Reporting Person Ospraie Holding I, L.P.
2.	Check the Appropriate Box if a Member of a Group		(a) o (b) ý
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned By Each Reporting Person With	5.	Sole Voting Power -0-
	6.	Shared Voting Power 10,690,214
	7.	Sole Dispositive Power -0-
	8.	Shared Dispositive Power 10,690,214
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,690,214
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares		¨
11.	Percent of Class Represented by Amount in Row (9) 8.74%
12.	Type of Reporting Person PN

CUSIP No.

L00849106

1.	Name of Reporting Person Ospraie Management, Inc.
2.	Check the Appropriate Box if a Member of a Group		(a) o (b) ý
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned By Each Reporting Person With	5.	Sole Voting Power -0-
	6.	Shared Voting Power 10,690,214
	7.	Sole Dispositive Power -0-
	8.	Shared Dispositive Power 10,690,214
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,690,214
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares		¨
11.	Percent of Class Represented by Amount in Row (9) 8.74%
12.	Type of Reporting Person CO

CUSIP No.

L00849106

1.	Name of Reporting Person Ospraie Advisors, L.P.
2.	Check the Appropriate Box if a Member of a Group		(a) o (b) ý
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned By Each Reporting Person With	5.	Sole Voting Power -0-
	6.	Shared Voting Power 10,690,214
	7.	Sole Dispositive Power -0-
	8.	Shared Dispositive Power 10,690,214
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,690,214
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares		¨
11.	Percent of Class Represented by Amount in Row (9) 8.74%
12.	Type of Reporting Person PN

CUSIP No.

L00849106

1.	Name of Reporting Person Ospraie Advisors LLC
2.	Check the Appropriate Box if a Member of a Group		(a) o (b) ý
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned By Each Reporting Person With	5.	Sole Voting Power -0-
	6.	Shared Voting Power 10,690,214
	7.	Sole Dispositive Power -0-
	8.	Shared Dispositive Power 10,690,214
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,690,214
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares		¨
11.	Percent of Class Represented by Amount in Row (9) 8.74%
12.	Type of Reporting Person OO

CUSIP No.

L00849106

1.	Name of Reporting Person Dwight Anderson
2.	Check the Appropriate Box if a Member of a Group		(a) o (b) ý
3.	SEC Use Only
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned By Each Reporting Person With	5.	Sole Voting Power -0-
	6.	Shared Voting Power 10,850,214
	7.	Sole Dispositive Power -0-
	8.	Shared Dispositive Power 10,850,214
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,850,214
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares		¨
11.	Percent of Class Represented by Amount in Row (9) 8.87%
12.	Type of Reporting Person IN

Item 1(a)	Name of Issuer

	Adecoagro S.A. (the “Company”)

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

	13-15 Avenue de la Liberte L-1931 Luxembourg R.C.S. Luxembourg B 153 681

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

	(i) Ospraie Equity Master Fund L.P. (“Equity Master”), with respect to the Common Shares, par value $1.50 per share (the “Common Shares”) held by it; (ii) Ospraie (Cayman) GP E Ltd. (“Equity GP”), which serves as the general partner of Equity Master, with respect to the Common Shares directly owned by Equity Master; (iii) Ospraie Group II, LLC (“Group II”), which serves as the managing member of Equity GP with respect to the Common Shares directly owned by Equity Master; (iv) Ospraie Holding II, LLC (“Holding II”), which serves as the managing member of Group II with respect to the Common Shares directly owned by Equity Master; (v) Ospraie Special Opportunities Master Holdings Ltd. (“Master Holdings”), with respect to the Common Shares held by it; (vi) Ospraie Special Opportunities Master Alternative Holdings, LLC (“Master Alternative”), with respect to the Common Shares held by it; (vii) Ospraie Management, LLC (“Investment Manager”), which serves as managing member of Advisors LLC (as defined below), with respect to the Common Shares directly owned by Master Holdings and Master Alternative; (viii) Ospraie Holding I, L.P. (“Ospraie Holding”), which serves as the managing member of Investment Manager, with respect to the Common Shares directly owned by Master Holdings and Master Alternative; (ix) Ospraie Management, Inc. (“Ospraie Management”), which serves as the general partner of Ospraie Holding, with respect to the Common Shares directly owned by Master Holdings and Master Alternative; (x) Ospraie Advisors, L.P. (“Advisors LP”), which serves as the investment manager to Master Holdings and Master Alternative with respect to the Common Shares directly owned by Master Holdings and Master Alternative; (xi) Ospraie Advisors, LLC (“Advisors LLC”), which serves as the general partner to Advisors LP, with respect to the Common Shares directly owned by Master Holdings and Master Alternative; (xii) Dwight Anderson (“Mr. Anderson”), the president and sole shareholder of Ospraie Management, with respect to the Common Shares directly owned by Master Holdings and Master Alternative and as managing member of Holding II, with respect to the Common Shares directly owned by Equity Master.

	The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
Item 2(b)	Address of Principal Business Office

	All Reporting Persons and associated investment advisors referenced herein are located at: 320 Park Avenue, 27th Floor New York, NY 10022, U.S.A.

Item 2(c)	Citizenship

	Equity Master is a Cayman Islands exempted limited partnership. Equity GP is a Cayman Islands exempted company. Group II is a Delaware limited liability company. Holding II is a Delaware limited liability company. Master Holdings is a Cayman Islands exempted company. Master Alternative is a Delaware limited liability company. Investment Manager is a Delaware limited liability company. Ospraie Holding is a Delaware limited partnership. Ospraie Management is a Delaware corporation. Advisors LP is a Delaware limited partnership. Advisors LLC is a Delaware limited liability company. Mr. Anderson is a citizen of The United States of America.

Item 2(d)	Title of Class of Securities

	Common Shares, par value $1.50 per share

Item 2(e)	CUSIP Number

	L00849106

Item 3	If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person is filing as 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 A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); (k) o Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____
Item 4	Ownership
	The percentages used herein are calculated based upon 122,323,826 Common Shares outstanding, as reported in the Company’s Amendment No. 2 to Form F-3, filed on December 6, 2013.
	(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	See Items 5-8 of cover pages.
	(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 of (iv) shared power to dispose or to direct the disposition of
Item 5	Ownership of Five Percent of 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 or Control Persons

	Not applicable.

Item 8	Identification and Classification of Members of the Group

	See Exhibit B

Item 9	Notice of Dissolution of Group

	Not applicable.

Item 10	Certification

	By signing below each of the Reporting Persons certify that, to the best of such person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a–11.

SIGNATURES

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

Dated: February 14, 2014

	OSPRAIE MANAGEMENT, LLC
By:	Ospraie Holding I, L.P., its Managing Member
By:	Ospraie Management, Inc., its General Partner

By:	/s/ Jason Mraz
	Jason Mraz
	Authorized Signatory

	OSPRAIE HOLDING I, L.P.
By:	Ospraie Management, Inc., its General Partner

By:	/s/ Jason Mraz
	Jason Mraz
	Authorized Signatory

	OSPRAIE MANAGEMENT, INC.

By:	/s/ Jason Mraz
	Jason Mraz
	Authorized Signatory

	OSPRAIE ADVISORS, L.P.
By:	Ospraie Advisors, LLC, its General Partner
By:	Ospraie Management, LLC, its Managing Member
By:	Ospraie Holding I, L.P., its Managing Member
By:	Ospraie Management Inc., its General Partner

By:	/s/ Jason Mraz
	Jason Mraz
	Authorized Signatory

	OSPRAIE ADVISORS, LLC
By:	Ospraie Management, LLC, its Managing Member
By:	Ospraie Holding I, L.P., its Managing Member
By:	Ospraie Management Inc., its General Partner

By:	/s/ Jason Mraz
	Jason Mraz
	Authorized Signatory


	OSPRAIE EQUITY MASTER FUND L.P.
By:	Ospraie (Cayman) GP E Ltd., its General Partner
By:	Ospraie Group II, LLC, its Managing Member
By:	Ospraie Holding II, LLC, its Managing Member

By:	/s/ Jason Mraz
	Jason Mraz
	Authorized Signatory

	OSPRAIE (CAYMAN) GP E LTD.
By:	Ospraie Group II, LLC, its Managing Member
By:	Ospraie Holding II, LLC, its Managing Member

By:	/s/ Jason Mraz
	Jason Mraz
	Authorized Signatory

	OSPRAIE GROUP II, LLC
By:	Ospraie Holding II, LLC, its Managing Member

By:	/s/ Jason Mraz
	Jason Mraz
	Authorized Signatory

	OSPRAIE HOLDING II, LLC

By:	/s/ Jason Mraz
	Jason Mraz
	Authorized Signatory

	OSPRAIE SPECIAL OPPORTUNITIES MASTER HOLDINGS LTD.
By:	Ospraie Advisors L.P., its Investment Manager
By:	Ospraie Advisors, LLC, its General Partner
By:	Ospraie Management, LLC, its Managing Member
By:	Ospraie Holding I, L.P., its Managing Member
By:	Ospraie Management Inc., its General Partner

By:	/s/ Jason Mraz
	Jason Mraz
	Authorized Signatory


	OSPRAIE SPECIAL OPPORTUNITIES MASTER ALTERNATIVE HOLDINGS, LLC.
By:	Ospraie Advisors L.P., its Investment Manager
By:	Ospraie Advisors, LLC, its General Partner
By:	Ospraie Management, LLC, its Managing Member
By:	Ospraie Holding I, L.P., its Managing Member
By:	Ospraie Management Inc., its General Partner

By:	/s/ Jason Mraz
	Jason Mraz
	Authorized Signatory

	DWIGHT ANDERSON

By:	/s/ Dwight Anderson
	Dwight Anderson

EXHIBIT INDEX

Exhibit A – Joint Filing Agreement

Exhibit B – Item 8 Statement

Exhibit A

Joint Filing Agreement

The undersigned agree that this Schedule 13G, and all amendments thereto and any Schedule 13D required to be filed, relating to the Common Shares of Adecoagro S.A. shall be filed jointly by the undersigned.

	OSPRAIE MANAGEMENT, LLC
By:	Ospraie Holding I, L.P., its Managing Member
By:	Ospraie Management, Inc., its General Partner

By:	/s/ Jason Mraz
	Jason Mraz
	Authorized Signatory

	OSPRAIE HOLDING I, L.P.
By:	Ospraie Management, Inc., its General Partner

By:	/s/ Jason Mraz
	Jason Mraz
	Authorized Signatory

	OSPRAIE MANAGEMENT, INC.

By:	/s/ Jason Mraz
	Jason Mraz
	Authorized Signatory

	OSPRAIE ADVISORS, L.P.
By:	Ospraie Advisors, LLC, its General Partner
By:	Ospraie Management, LLC, its Managing Member
By:	Ospraie Holding I, L.P., its Managing Member
By:	Ospraie Management Inc., its General Partner

By:	/s/ Jason Mraz
	Jason Mraz
	Authorized Signatory

	OSPRAIE ADVISORS, LLC
By:	Ospraie Management, LLC, its Managing Member
By:	Ospraie Holding I, L.P., its Managing Member
By:	Ospraie Management Inc., its General Partner

By:	/s/ Jason Mraz
	Jason Mraz
	Authorized Signatory


	OSPRAIE EQUITY MASTER FUND L.P.
By:	Ospraie (Cayman) GP E Ltd., its General Partner
By:	Ospraie Group II, LLC, its Managing Member
By:	Ospraie Holding II, LLC, its Managing Member

By:	/s/ Jason Mraz
	Jason Mraz
	Authorized Signatory

	OSPRAIE (CAYMAN) GP E LTD.
By:	Ospraie Group II, LLC, its Managing Member
By:	Ospraie Holding II, LLC, its Managing Member

By:	/s/ Jason Mraz
	Jason Mraz
	Authorized Signatory

	OSPRAIE GROUP II, LLC
By:	Ospraie Holding II, LLC, its Managing Member

By:	/s/ Jason Mraz
	Jason Mraz
	Authorized Signatory

	OSPRAIE HOLDING II, LLC

By:	/s/ Jason Mraz
	Jason Mraz
	Authorized Signatory

	OSPRAIE SPECIAL OPPORTUNITIES MASTER HOLDINGS LTD.
By:	Ospraie Advisors L.P., its Investment Manager
By:	Ospraie Advisors, LLC, its General Partner
By:	Ospraie Management, LLC, its Managing Member
By:	Ospraie Holding I, L.P., its Managing Member
By:	Ospraie Management Inc., its General Partner

By:	/s/ Jason Mraz
	Jason Mraz
	Authorized Signatory


	OSPRAIE SPECIAL OPPORTUNITIES MASTER ALTERNATIVE HOLDINGS, LLC.
By:	Ospraie Advisors L.P., its Investment Manager
By:	Ospraie Advisors, LLC, its General Partner
By:	Ospraie Management, LLC, its Managing Member
By:	Ospraie Holding I, L.P., its Managing Member
By:	Ospraie Management Inc., its General Partner

By:	/s/ Jason Mraz
	Jason Mraz
	Authorized Signatory

	DWIGHT ANDERSON

By:	/s/ Dwight Anderson
	Dwight Anderson

Exhibit B

Due to the relationships between them, the Reporting Persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. The Reporting Persons do not affirm the existence of any such “group.”

Ospraie Management SC 13G/AAdecoagro S.A.