Amended Statement of Beneficial Ownership (sc 13d/a)
13 Abril 2016 - 10:03AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO §240.13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1)
CENTRUS ENERGY
CORP.
(Name of Issuer)
CLASS A COMMON
STOCK, $0.10 PAR VALUE
(Title of Class of Securities)
15643U104
(CUSIP Number)
Morris Bawabeh
15 Ocean Avenue
Brooklyn, NY 11225
Telephone: (718) 703-8441
With a copy to:
Len Breslow, Esq.
Breslow & Walker, LLP
100 Jericho Quadrangle, Suite 230
Jericho, NY 11753
Telephone: (516) 822-6505
(Name, Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
Date of Event Which Requires Filing of this
Statement
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
x
Note.
Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.
(Continued on following pages)
1
|
NAMES OF REPORTING PERSONS
Morris Bawabeh
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS* (see instructions)
|
PF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
1,950,000 shares
1
(see Item
5 infra)
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
1,950,000 shares
1
(see Item 5 infra)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,950,000 shares
1
(see Item 5 infra)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (see instructions)
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
11
25.8%
1
(see Item 5 infra)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
The reporting person disclaims beneficial ownership of these securities except to the extent of his equity interest therein.
1
|
NAMES OF REPORTING PERSONS
Dolly Bawabeh
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS* (see instructions)
|
PF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
1,950,000 shares
2
(see Item
5 infra)
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
1,950,000 shares
2
(see Item 5 infra)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,950,000 shares
2
(see Item 5 infra)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (see instructions)
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
25.8%
2
(see Item 5 infra)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
2
The reporting person disclaims beneficial ownership of these securities except to the extent of her equity interest therein.
1
|
NAMES OF REPORTING PERSONS
Kulayba LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS* (see instructions)
|
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
7
|
SOLE VOTING POWER
848,427 shares (see Item 5 infra)
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
848,427 shares (see Item 5 infra)
|
10
|
SHARED DISPOSITIVE POWER
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
848,427 shares (see Item 5 infra)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (see instructions)
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
11
11.2% (see Item 5 infra)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gates Equities
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS* (see instructions)
|
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
7
|
SOLE VOTING POWER
300,003 shares (see Item 5 infra)
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
300,003 shares (see Item 5 infra)
|
10
|
SHARED DISPOSITIVE POWER
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
300,003 shares (see Item 5 infra)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (see instructions)
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
11
4% (see Item 5 infra)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
M&D Bawabeh Foundation, Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS* (see instructions)
|
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
7
|
SOLE VOTING POWER
100,000 shares (see Item 5 infra)
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
100,000 shares (see Item 5 infra)
|
10
|
SHARED DISPOSITIVE POWER
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000 shares (see Item 5 infra)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.3% (see Item 5 infra)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
Explanatory Note
:
This Amendment
No. 1 (this “
Amendment
”) to the Statement of Beneficial Ownership on Schedule 13D amends and supplements
the Schedule 13D (the “
Original Schedule 13D
”) filed on March 30, 2016 with the Securities and Exchange
Commission with respect to shares of Class A common stock of Centrus Energy Corp. This Amendment is intended to amend and restate
the Original Schedule 13D in its entirety. Pursuant to Rule 13d-4, neither the filing of this Amendment, the Original Schedule 13D
nor any of their respective contents shall be deemed to constitute an admission by any reporting person named therein that such
reporting person is or was the beneficial owner of any Shares for purposes of Section 13(d) of the Exchange Act, or for any
other purpose, and such beneficial ownership is expressly disclaimed.
Item 1.
|
Security and Issuer.
|
|
(a)
|
Class A Common Stock (“
Shares
”)
|
|
(b)
|
Name of Issuer: Centrus Energy Corp. (the “
Issuer
”)
|
|
|
|
|
(b)
|
Address of Issuer’s Principal
Executive Offices:
|
|
|
|
|
|
Two Democracy Center
6903 Rockledge Drive
Bethesda, Maryland
20817
|
Item
|
2.
Identity and Background.
|
1.
|
(a)
|
Name:
|
Morris Bawabeh
|
|
|
|
|
|
(b)
|
Address of Principal Business
|
|
|
|
Office, or, if None, Residence:
|
15 Ocean Avenue
|
|
|
|
Brooklyn, NY 11225
|
|
(c)
|
Principal occupation and name,
|
|
|
|
Address of any organization in
|
|
|
|
which such employment is
|
|
|
|
conducted:
|
Real Estate Developer
|
|
|
|
Bawabeh Holdings, LLC
|
|
|
|
15 Ocean Avenue
|
|
|
|
Brooklyn, NY 11225
|
|
(d)
|
Morris Bawabeh has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
|
|
(e)
|
Morris Bawabeh has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect
to such laws.
|
|
(f)
|
Citizenship:
|
United States
|
2.
|
(a)
|
Name:
|
Dolly Bawabeh
|
|
|
|
|
|
(b)
|
Address of Principal Business
|
|
|
|
Office, or, if None, Residence:
|
15 Ocean Avenue
|
|
|
|
Brooklyn, NY 11225
|
|
(c)
|
Principal occupation and name,
|
|
|
|
Address of any organization in
|
|
|
|
which such employment is
|
|
|
|
conducted:
|
N/A
|
|
(d)
|
Dolly Bawabeh has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
|
|
(e)
|
Dolly Bawabeh has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect
to such laws.
|
|
(f)
|
Citizenship:
|
United States
|
|
|
|
|
3.
|
(a)
|
Name:
|
Kulayba LLC
|
|
|
|
|
|
(b)
|
Address of Principal Business
|
|
|
|
Office, or, if None, Residence:
|
15 Ocean Avenue
|
|
|
|
Brooklyn, NY 11225
|
|
(c)
|
Principal Business:
|
Investment holdings
|
|
(d)
|
Kulayba LLC has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
|
|
(e)
|
Kulayba LLC has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect
to such laws.
|
|
(f)
|
Place of Organization:
|
New York
|
|
|
|
|
4.
|
(a)
|
Name:
|
Gates Equities
|
|
|
|
|
|
(b)
|
Address of Principal Business
|
|
|
|
Office, or, if None, Residence:
|
15 Ocean Avenue
|
|
|
|
Brooklyn, NY 11225
|
|
(c)
|
Principal Business:
|
Investment holdings
|
|
(d)
|
Gates Equities has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
|
|
(e)
|
Gate Equities has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such
|
|
proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with
respect to such laws.
|
|
(f)
|
Place of Organization:
|
New York
|
|
|
|
|
5.
|
(a)
|
Name:
|
M&D Bawabeh Foundation, Inc.
|
|
|
|
|
|
(b)
|
Address of Principal Business
|
|
|
|
Office, or, if None, Residence:
|
15 Ocean Avenue
|
|
|
|
Brooklyn, NY 11225
|
|
(c)
|
Principal Business:
|
501(c)(3) charitable foundation
|
|
(d)
|
M&D Bawabeh Foundation has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
|
|
(e)
|
M&D Bawabeh Foundation has not, during the last five years, been party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations
with respect to such laws.
|
|
(f)
|
Place of Organization:
|
New York
|
Item
|
3.
Source and Amount of Funds or Other Consideration.
|
Morris and Dolly Bawabeh
used their personal funds to make their purchases of Shares. Gates Equities, Kulayba LLC, and M&D Bawabeh Foundation each used
their working capital funds to make their respective purchases of Shares. The aggregate amount of the funds used in making the
purchases was approximately $6.75-$7.25 million.
Item 4.
|
Purpose of Transaction.
|
The Shares disclosed herein
were acquired for investment purposes. The reporting persons do not have any present plan or proposal which would relate to or
result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The reporting persons intend to review
their investments in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s
financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic
and industry conditions, the reporting persons may in the future take such actions with respect to their investments in the Issuer
as they deem appropriate including, without limitation, purchasing additional Shares, selling some or all of their Shares, engaging
in short selling of or any hedging or similar transaction with respect to the Shares or changing their intention with respect to
any and all matters referred to in Item 4.
Item 5.
|
Interests in Securities of the Issuer.
|
Provide the following information
regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
|
(a)
|
Amount beneficially owned and percent of class: See items 11 and 13 of the cover pages.
|
|
(b)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote: See items 7-10 of the cover pages.
|
|
(ii)
|
Shared power to vote or to direct the vote: See items 7-10 of the cover pages.
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: See items 7-10 of the cover pages.
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: See items 7-10 of the cover pages.
|
|
(c)
|
Transactions within the past 60 days: See Exhibit A. All transactions took place via a security exchange.
|
Mr. Morris Bawabeh
and Mrs.
Dolly Bawabeh, husband and wife, jointly own 701,570 Shares with rights of survivorship.
Kulayba LLC, a limited
liability company of which Mr. Morris Bawabeh is the sole member, owns 848,427 Shares.
Gates Equities,
a general partnership of which Mr. Morris Bawabeh is a partner, owns 300,003 Shares.
M&D Bawabeh
Foundation, Inc., a 501(c)(3) charitable foundation, owns 100,000 Shares. Mr. Morris Bawabeh is a director and an officer of the
Foundation. Mr. Bawabeh has no pecuniary interest in Shares held by the Foundation and disclaims beneficial ownership of such Shares.
Morris Bawabeh,
Dolly Bawabeh, Kulayba LLC, Gates Equities, and M&D Bawabeh Foundation have entered into a Joint Filing Agreement attached
hereto as Exhibit B.
The percentages
of beneficial ownership shown herein are based on 7,563,600 Shares issued and outstanding as of March 15, 2016 as reported on Form
10-K for the fiscal year ended December 31, 2015, filed on March 23, 2016.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Not applicable.
Item 7.
|
Material to be Filed as Exhibits.
|
(a) The trading date, number of Shares
purchased or sold and the price per share for all transactions in the Shares during the past 60 days by the reporting persons are
set forth in Exhibit A.
(b) Morris Bawabeh, Dolly Bawabeh, Kulayba
LLC, Gates Equities, and M&D Bawabeh Foundation have entered into a Joint Filing Agreement attached hereto as Exhibit B.
SIGNATURE
After reasonable inquiry and to the
best of their knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.
Dated: April 12, 2016
|
/s/ Morris Bawabeh
|
|
Morris Bawabeh
|
|
|
|
|
/s/ Dolly Bawabeh
|
|
Dolly Bawabeh
|
|
|
|
|
Kulayba LLC
|
|
|
|
|
By:
|
/s/ Morris Bawabeh
|
|
|
Morris Bawabeh, Sole Member
|
|
|
|
|
Gates Equities
|
|
|
|
|
By:
|
/s/ Morris Bawabeh
|
|
|
Morris Bawabeh, Partner
|
|
|
|
|
M&D Bawabeh Foundation, Inc.
|
|
|
|
|
By:
|
/s/ Morris Bawabeh
|
|
|
Morris Bawabeh, President
|
|
Attention:
|
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18
U.S.C. 1001).
|
EXHIBIT A
SCHEDULE OF TRANSACTIONS IN SHARES
Reporting
Person
|
Date of
Transaction
|
Title of Class
|
Number of
Shares
Acquired
|
Price
Per Share
|
Kulayba LLC
|
02/29/2016
|
Class A Common Stock
|
15,000
|
$1.27
|
Kulayba LLC
|
02/29/2016
|
Class A Common Stock
|
15,000
|
$1.28
|
Kulayba LLC
|
03/01/2016
|
Class A Common Stock
|
15,000
|
$1.40
|
Kulayba LLC
|
03/01/2016
|
Class A Common Stock
|
15,000
|
$1.46
|
Kulayba LLC
|
03/01/2016
|
Class A Common Stock
|
15,000
|
$1.46
|
Kulayba LLC
|
03/01/2016
|
Class A Common Stock
|
957
|
$1.60
|
Kulayba LLC
|
03/01/2016
|
Class A Common Stock
|
15,000
|
$1.40
|
Kulayba LLC
|
03/01/2016
|
Class A Common Stock
|
10,000
|
$1.40
|
M&D Bawabeh Foundation
|
03/10/2016
|
Class A Common Stock
|
10,000
|
$2.41
|
M&D Bawabeh Foundation
|
03/10/2016
|
Class A Common Stock
|
10,000
|
$2.51
|
M&D Bawabeh Foundation
|
03/10/2016
|
Class A Common Stock
|
10,000
|
$2.51
|
M&D Bawabeh Foundation
|
03/10/2016
|
Class A Common Stock
|
10,000
|
$2.50
|
M&D Bawabeh Foundation
|
03/10/2016
|
Class A Common Stock
|
10,000
|
$2.47
|
M&D Bawabeh Foundation
|
03/10/2016
|
Class A Common Stock
|
10,000
|
$2.50
|
M&D Bawabeh Foundation
|
03/10/2016
|
Class A Common Stock
|
10,000
|
$2.43
|
M&D Bawabeh Foundation
|
03/10/2016
|
Class A Common Stock
|
6,393
|
$2.43
|
M&D Bawabeh Foundation
|
03/11/2016
|
Class A Common Stock
|
3,607
|
$2.65
|
M&D Bawabeh Foundation
|
03/11/2016
|
Class A Common Stock
|
6,000
|
$2.65
|
M&D Bawabeh Foundation
|
03/11/2016
|
Class A Common Stock
|
14,000
|
$2.65
|
Kulayba LLC
|
03/22/2016
|
Class A Common Stock
|
375,000
|
$3.15
|
EXHIBIT B
JOINT FILING AGREEMENT
The undersigned hereby
agree that the Statement on Schedule 13D with respect to the securities of Centrus Energy Corp. and any further amendments thereto
executed by each and any of us shall be filed on behalf of each of us pursuant to and in accordance with the provisions of Rule
13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
This Agreement may
be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the
same instrument.
Dated: April 12, 2016
|
/s/ Morris Bawabeh
|
|
Morris Bawabeh
|
|
|
|
|
/s/ Dolly Bawabeh
|
|
Dolly Bawabeh
|
|
|
|
|
Kulayba LLC
|
|
|
|
|
By:
|
/s/ Morris Bawabeh
|
|
|
Morris Bawabeh, Sole Member
|
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Gates Equities
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By:
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/s/ Morris Bawabeh
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Morris Bawabeh, Partner
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M&D Bawabeh Foundation, Inc.
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By:
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/s/ Morris Bawabeh
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Morris Bawabeh, President
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Centrus Energy (AMEX:LEU)
Gráfico Histórico do Ativo
De Jun 2024 até Jul 2024
Centrus Energy (AMEX:LEU)
Gráfico Histórico do Ativo
De Jul 2023 até Jul 2024