This Amendment No. 5 to Schedule 13D (“
Amendment No. 5
”) is being filed by the undersigned, pursuant to §240.13d-2(a), to amend and supplement the statement on Schedule 13D filed on January 29, 2014 (the “
Original Schedule 13D
”)
, as amended and supplemented by Amendment No.1 filed on March 04, 2014, and Amendment No. 2 filed on March 26, 2014, and Amendment No. 3 filed on March 3,
2016, and Amendment No. 4 filed on July 15, 2016 (the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, and Amendment No. 4,
collectively, the “
Schedule 13D
”) with respect to
the Common Shares, no par value per share, (the “
Shares
”), including in the form of American Depositary Shares (“
ADS
”), of BRF S.A. (the “
Issuer
”),
a foreign private issuer, as defined in Rule 3b-4 of the Act,
whose principal executive offices are located at 1400 R. Hungria, 5th Floor, Jd América; 01455000; São Paulo – SP, Brazil.
Capitalized terms not defined in this Amendment No. 5 shall have the meaning ascribed to them in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
Heng Swee Keat
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Ministry of Finance
100 High Street
#10-01 The Treasury
Singapore 179434
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Minister for Finance
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Singapore Citizen
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Raymond Lim Siang Keat
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3 Anson Road #23-01
Springleaf Tower
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Chairman, APS Asset Management
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Singapore Citizen
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Peter Seah Lim Huat
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12 Marina Boulevard
Marina Bay Financial Centre
Tower 3, Level 45
Singapore 018982
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Chairman, DBS Group Holdings Ltd
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Singapore Citizen
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Ang Kong Hua
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30 Hill Street #05-04
Singapore 179360
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Chairman, Sembcorp Industries Ltd
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Singapore Citizen
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Chew Choon Seng
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2 Shenton Way #29-00
SGX Centre 1
Singapore 068804
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Former Chairman, Singapore Exchange Ltd
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Singapore Citizen
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Hsieh Fu Hua
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80 Raffles Place
#06-00 UOB Plaza 1
Singapore 048624
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Chairman, UOB Group
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Singapore Citizen
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Loh Boon Chye
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2 Shenton Way
#02-02 SGX Centre 1
Singapore 068804
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Chief Executive Officer, Singapore Exchange Ltd
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Singapore Citizen
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Gautam Banerjee
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Marina Bay Financial Centre Tower 2
Suite 13-01/02, Marina Boulevard
Singapore 018983
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Chairman, Blackstone Singapore
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Singapore Citizen
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S. Dhanabalan
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60B Orchard Road #06-18 Tower 2
The Atrium@Orchard
Singapore 238891
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Member, Council of Presidential Advisers
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Singapore Citizen
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Lim Chow Kiat
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168 Robinson Road #37-01 Capital Tower Singapore 068912
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Chief Executive Office, GIC
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Singapore Citizen
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Dr Jeffrey Jaensubhakij
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168 Robinson Road #37-01 Capital Tower Singapore 068912
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Group Chief Investment Officer, GIC
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Singapore Citizen
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(d) The Reporting
Person
and, to the best of its knowledge, each
executive officer and director
of the Reporting Person
has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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SCHEDULE 13D
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Page 5 of 7 Pages
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(e) The Reporting Person
and, to the best of its knowledge, each
executive officer and director
of the Reporting Person
has not, during the last five years, been a 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 violation with respect to such laws.
Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:
GIC is a fund manager and manages the reserves of the Government of Singapore. As part of our portfolio investments, a total of $ 617,677.84 was paid to acquire the Shares held in the form of ADS, and a total of R$ 11,467,402.26 was paid to acquire the Shares, as reported in Exhibit F.
Item 4.
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Purpose of Transaction
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Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
The Tarpon Filers have advised the Reporting Person that they intend to file an amendment to Schedule 13D to report beneficial ownership of 12.01% of the outstanding Shares.
As set forth in the Original Schedule 13D, the Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of any Shares beneficially owned by the Tarpon Filers or any other person, and does not affirm membership in a “group” (within the meaning of Rule 13d-5 under the Exchange Act) with the Tarpon Filers or any other person. The Reporting Person is responsible for the completeness and accuracy of the information concerning the Reporting Person contained herein, but is not responsible for the completeness and accuracy of the information concerning the Tarpon Filers or any other person contained herein.
Item 5.
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Interest in Securities of the Issuer
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Items 5(a), (b) and (c) of the Schedule 13D is hereby amended and supplemented by adding the following information:
(a, b) The aggregate number of Shares, including those held in the form of ADS, and the percentage of total outstanding Shares beneficially owned by the Reporting Person as of April 11, 2017 is set forth below:
Reporting Person
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Number of Shares Beneficially Owned
1
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Percentage of Outstanding Shares
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Number of Outstanding Shares
2
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GIC
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33,096,054
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4.14%
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799,005,245
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1.
GIC is a fund manager and only has 2 clients – the Government of Singapore (“GoS”) and the Monetary Authority of Singapore (“MAS”). Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC has the sole power to vote and power to dispose of the 24,381,115 securities beneficially owned by it. GIC shares power to vote and dispose of 8,714,939 securities beneficially owned by it with MAS. GIC, GoS and MAS disclaim membership in a group.
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SCHEDULE 13D
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Page 6 of 7 Pages
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2.
The percentages used herein are calculated based upon 799,005,245 Shares outstanding based on information disclosed by the Issuer.
(c)
The trading dates, number of Shares or ADS acquired and disposed of, price per Share or ADS, and how the transactions were effected for all transactions in the Shares or ADS by the Reporting Person in the past sixty days is set forth in Exhibit F
.
Item 7.
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Material to be Filed as Exhibits.
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Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following information:
Exhibit F:
Schedule of Transactions, in response to Item 5(c)
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SCHEDULE 13D
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Page 7 of 7 Pages
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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.
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GIC PRIVATE LIMITED
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By:
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/s/ Celine Loh
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Name: Celine Loh
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Title: Senior Vice President
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By:
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/s/ Jimmy Teo Poh Leong
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Name: Jimmy Teo Poh Leong
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Title: Senior Vice President
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April 12, 2017
Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).
EXHIBIT F
SCHEDULE OF TRANSACTIONS
The following transactions were effected by GIC in the open market through a broker.
Trade Date
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ADR or Shares
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Buy / Sell
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Quantity
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Price per Share
(in USD)
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14 Feb 17
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BRF SA-ADR
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SELL
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(6,231)
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$ 13.987991
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22 Feb 17
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BRF SA-ADR
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BUY
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38,706
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$ 13.25454
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28 Feb 17
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BRF SA-ADR
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BUY
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7,981
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$ 13.009096
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01 Mar 17
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BRF SA-ADR
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SELL
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(188,960)
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$ 12.997598
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01 Mar 17
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BRF SA-ADR
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SELL
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(128,188)
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$ 12.997598
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07 Mar 17
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BRF SA-ADR
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SELL
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(189,680)
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$ 12.863355
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07 Mar 17
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BRF SA-ADR
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SELL
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(58,009)
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$ 12.863355
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08 Mar 17
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BRF SA-ADR
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SELL
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(406,028)
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$ 12.65396
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08 Mar 17
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BRF SA-ADR
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SELL
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(124,172)
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$ 12.65396
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20 Mar 17
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BRF SA-ADR
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SELL
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(222,788)
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$ 11.668585
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20 Mar 17
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BRF SA-ADR
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SELL
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(11,233)
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$ 11.668585
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22 Mar 17
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BRF SA-ADR
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SELL
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(150,745)
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$ 11.335301
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23 Mar 17
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BRF SA-ADR
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SELL
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(6,113)
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$ 11.386074
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28 Mar 17
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BRF SA-ADR
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SELL
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(58,822)
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$ 12.036472
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29 Mar 17
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BRF SA-ADR
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SELL
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(16,533)
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$ 12.251145
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29 Mar 17
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BRF SA-ADR
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SELL
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(129,194)
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$ 12.331981
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29 Mar 17
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BRF SA-ADR
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SELL
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(42,625)
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$ 12.331981
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29 Mar 17
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BRF SA-ADR
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SELL
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(11,840)
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$ 12.251145
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30 Mar 17
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BRF SA-ADR
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SELL
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(115,995)
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$ 12.189254
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30 Mar 17
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BRF SA-ADR
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SELL
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(39,288)
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$ 12.189254
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31 Mar 17
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BRF SA-ADR
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SELL
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(80,666)
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$ 12.222089
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31 Mar 17
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BRF SA-ADR
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SELL
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(50,808)
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$ 12.222089
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05 Apr 17
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BRF SA-ADR
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SELL
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(47,749)
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$ 12.446262
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05 Apr 17
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BRF SA-ADR
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SELL
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(2,106)
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$ 12.446262
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06 Apr 17
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BRF SA-ADR
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SELL
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(209,306)
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$ 12.084964
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06 Apr 17
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BRF SA-ADR
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SELL
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(65,694)
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$ 12.084964
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06 Apr 17
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BRF SA-ADR
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SELL
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(7,589)
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$ 12.138025
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07 Apr 17
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BRF SA-ADR
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SELL
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(228,333)
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$ 11.998587
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07 Apr 17
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BRF SA-ADR
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SELL
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(71,667)
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$ 11.998587
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10 Apr 17
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BRF SA-ADR
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SELL
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(235,944)
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$ 11.925173
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10 Apr 17
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BRF SA-ADR
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SELL
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(74,056)
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$ 11.925173
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11 Apr 17
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BRF SA-ADR
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SELL
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(202,023)
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$ 12.092158
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11 Apr 17
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BRF SA-ADR
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SELL
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(5,511)
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$ 12.099775
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11 Apr 17
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BRF SA-ADR
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SELL
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(63,408)
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$ 12.092158
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11 Apr 17
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BRF SA-ADR
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SELL
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(6,507)
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$ 12.099775
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Trade Date
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ADR or Shares
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Buy / Sell
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Quantity
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Price per Share
(in BRL)
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13 Feb 17
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BRF SA
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BUY
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123,925
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R$ 43.023302
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16 Feb 17
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BRF SA
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BUY
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30,881
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R$ 44.022453
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16 Feb 17
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BRF SA
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BUY
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8,956
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R$ 44.022453
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17 Feb 17
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BRF SA
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BUY
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23,049
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R$ 43.51982
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17 Feb 17
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BRF SA
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BUY
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6,685
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R$ 43.51982
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01 Mar 17
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BRF SA
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SELL
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(176,234)
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R$ 40.431516
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01 Mar 17
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BRF SA
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SELL
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(12,772)
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R$ 40.431516
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02 Mar 17
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BRF SA
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SELL
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(354,463)
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R$ 39.434967
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02 Mar 17
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BRF SA
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SELL
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(108,904)
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R$ 39.434967
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03 Mar 17
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BRF SA
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BUY
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19,609
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R$ 39.724415
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03 Mar 17
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BRF SA
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BUY
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6,383
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R$ 39.724415
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20 Mar 17
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BRF SA
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SELL
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(1,305,752)
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R$ 35.991833
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20 Mar 17
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BRF SA
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SELL
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(382,389)
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R$ 35.991833
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21 Mar 17
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BRF SA
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SELL
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(369,122)
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R$ 35.872262
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21 Mar 17
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BRF SA
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SELL
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(312,596)
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R$ 35.872262
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22 Mar 17
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BRF SA
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SELL
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(232,328)
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R$ 35.184319
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22 Mar 17
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BRF SA
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SELL
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(341,893)
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R$ 35.184319
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23 Mar 17
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BRF SA
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BUY
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49,195
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R$ 35.747831
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29 Mar 17
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BRF SA
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SELL
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(13,883)
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R$ 38.593252
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30 Mar 17
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BRF SA
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SELL
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(12,465)
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R$ 38.300052
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31 Mar 17
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BRF SA
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SELL
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(8,668)
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R$ 38.542559
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31 Mar 17
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BRF SA
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BUY
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7,112
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R$ 38.545034
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06 Apr 17
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BRF SA
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SELL
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(271,417)
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R$ 37.946796
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06 Apr 17
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BRF SA
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SELL
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(84,261)
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R$ 37.946796
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07 Apr 17
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BRF SA
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SELL
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(116,372)
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R$ 37.74177
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07 Apr 17
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BRF SA
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SELL
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(36,128)
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R$ 37.74177
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11 Apr 17
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BRF SA
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SELL
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(929)
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R$ 38.208517
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11 Apr 17
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BRF SA
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SELL
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(116)
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R$ 38.208517
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