As filed with the Securities and Exchange Commission on October 9, 2015
Registration No. 333-
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares
BANCO SANTANDER (BRASIL) S.A.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(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)
One Wall 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
One Wall Street, 11th 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 | Nicholas A. Kronfeld, Esq. Davis Polk & Wardwell LLP |
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. [ ]
CALCULATION OF REGISTRATION FEE
| Title of each class of Securities to be registered | Amount to be registered | Proposed maximum offering price | Proposed maximum aggregate offering price(1) | Amount of registration fee |
| American Depositary Shares representingunits consisting of common and preferred shares of Banco Santander (Brasil) S.A. | 1,000,000,000 American Depositary Shares | $5.00 per 100 American Depositary Shares (or portion thereof) | $50,000,000 | $5,035.00 |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine.
The prospectus consists of the proposed Form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.
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, 14, 15, 18 and 21 | |||
| (iv) The transmission of notices, reports and proxy soliciting material | Articles number 11, 15, 16, 18 and 21 | |||
| (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 and 22 | |||
| (x) Limitation upon the liability of the depositary | Articles number 14, 18, 21 and 22 | |||
3. Fees and Charges
| Articles 7 and 8 | |||
| Item - 2. | Available Information | |||
| Public reports furnished by issuer | Article number 11 | |||
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.Exhibits
| a. | Form of Deposit Agreement dated as of ____________, 2015, among Banco Santander (Brasil) S.A., The Bank of New York Mellon as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1. |
| b. | Form of letter agreement among Banco Santander (Brasil) S.A. and The Bank of New York Mellon relating to pre-release activities. – Filed herewith as Exhibit 2. |
| 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 herewith as Exhibit 4. |
| 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 American Depositary Shares, 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 Ameircan Depositary Share thirty days before any change in the fee schedule. |
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 October 9, 2015.
Legal entity created by the agreement for the issuance of American Depositary Shares for units consisting of common and preferred shares of Banco Santander (Brasil) S.A.
By: The Bank of New York Mellon,
As Depositary
By:/s/ Thomas D. Flynn
Name: Thomas D. Flynn
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, Banco Santander (Brasil) S.A.has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of São Paul, Brazil on October 9, 2015.
BANCO SANTANDER (BRASIL) S.A.
| By: | /s/ Mara Regina Lima Alves Garcia | By: | /s/Luiz Felipe Taunay Ferreira |
| Name: | Mara Regina Lima Alves Garcia | Name: | Luiz Felipe Taunay Ferreira |
| Title: | Executive Officer | Title: | Officer Without Specific Designation |
Each person whose signature appears below hereby constitutes and appoints Jesús Maria Zabalza Lotina and Angel Santodomingo Martell, 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 October 9, 2015.
| Name and Signature | Title
|
/s/ Sergio Agapito Lires Rial | |
| Sergio Agapito Lires Rial | Chairman |
/s/ Jesús Maria Zabalza Lotina | |
| Jesús Maria Zabalza Lotina | Vice-Chairman and Chief Executive Officer |
| (Principal Executive Officer) | |
/s/ Angel Santodomingo Martell | |
| Angel Santodomingo Martell | Vice-President Executive Officer |
| (Principal Financial Officer) | |
/s/ Amancio Acúrcio Gouveia | |
| Amancio Acúrcio Gouveia | Officer |
| (Principal Accounting Officer) | |
/s/ Conrado Engel | |
| Conrado Engel | Director |
/s/ José Antonio Alvarez Alvarez | |
| José Antonio Alvarez Alvarez | Director |
/s/ José Maria Nus Badia | |
| José Maria Nus Badia | Director |
/s/ José de Paiva Ferreira | |
| José de Paiva Ferreira | Director |
/s/ Alvaro Antonio Cardoso de Souza | |
| Alvaro Antonio Cardoso de Souza | Director |
/s/ Celso Clemente Giacometti | |
| Celso Clemente Giacometti | Director |
/s/ Marília Artimonte Rocca | |
| Marília Artimonte Rocca | Director |
/s/ Viviane Senna Lalli | |
| Viviane Senna Lalli | Director |
/s/ James H. Bathon | |
| James H. Bathon | Authorized U.S. Representative |
| Managing Director, Banco Santander, S.A., | |
| New York Branch |
INDEX TO EXHIBITS
Exhibit
NumberExhibit
| 1 | Form of Deposit Agreement dated as of ____________, 2015, among Banco Santander (Brasil) S.A., The Bank of New York Mellon as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. |
| 2 | Form of letter agreement among Banco Santander (Brasil) S.A. and The Bank of New York Mellon relating to pre-release activities. |
| 4 | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. |
