Brandes Investment Partners, LP, et al. – ‘SC 13G’ on 1/7/22 re: Embraer S.A.

On:  Friday, 1/7/22, at 2:05pm ET   ·   Accession #:  1041062-22-5   ·   File #:  5-84810

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Statement of Acquisition of Beneficial Ownership by a “Passive” Investor   —   Schedule 13G   —   WA’68

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Acquisition of Beneficial Ownership      11±    33K 
                by a "Passive" Investor                                          

Document Table of Contents

UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
Washington, D.C. 20549                                                          

SCHEDULE 13G                                                                    

Under the Securities Exchange Act of 1934                                       

(Amendment No.8) *                                                              

Embraer S.A.                                                                    
(Name of Issuer)                                                                

American Depository Receipts and Common Shares                                  
(Title of Class of Securities)                                                  

29082A107                                                                       
(CUSIP Number)                                                                  

December 31, 2021                                                               
(Date of Event Which Requires Filing of this Statement)                         

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

[x]  Rule 13d-1(b)                                              

[ ]  Rule 13d-1(c)                                              

[ ]  Rule 13d-1(d)                                              

* The remainder of this cover page shall be filled                              
out for a reporting persons initial filing on this                              
form with respect to the subject class of securities,                           
and for any subsequent amendment containing                                     
information which would alter the disclosures provided                          
in a prior cover page.                                                          

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).                                               

SEC 1745 (3-98)                                                                 

CUSIP No. 29082A107                                                             

1.                                                                              
Names of Reporting Persons.                                                     

Brandes Investment Partners, L.P.                                               

I.R.S. Identification Nos. of above persons (entities only).                    

33-0704072                                                                      

2.                                                                              
Check the Appropriate Box if a Member of a Group (See Instructions)             

(a)  [ ]                                                                        
(b)  [ ]                                                                        

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                                                         

18,004,039 ADRs and 26,812,683 ORDs by Each                                 

7.                                                                              
Sole Dispositive Power                                                      

0                                                                           

8.                                                                              
Shared Dispositive Power                                                    

18,887,650 ADRs and 44,710,552 ORDs                                         

9.                                                                              
Aggregate Amount Beneficially Owned by Each Reporting Person                

18,887,650 ADRs and 44,710,552 ORDs                                         

10.                                                                             
Check if the Aggregate Amount in Row (9)                                        
Excludes Certain Shares (See Instructions)                                      

[ ]                                                                             

11.                                                                             
Percent of Class Represented by Amount in Row (9)                               

16.24 %                                                                         

12.                                                                             
Type of Reporting Person (See Instructions)                                     

IA, PN                                                                          

CUSIP No. 29082A107                                                             

1.                                                                              
Names of Reporting Persons.                                                     

CO-GP, LLC                                                                      

I.R.S. Identification Nos. of above persons (entities only).                    

73-1677697                                                                      

2.                                                                              
Check the Appropriate Box if a Member of a Group (See Instructions)             

(a)  [ ]                                                                        
(b)  [ ]                                                                        

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                                                         

18,004,039 ADRs and 26,812,683 ORDs                                         

7.                                                                              
Sole Dispositive Power                                                      

0                                                                           

8.                                                                              
Shared Dispositive Power                                                    

18,887,650 ADRs and 44,710,552 ORDs                                         

9.                                                                              
Aggregate Amount Beneficially Owned by Each Reporting Person                

18,887,650 ADR and 44,710,552 ORD shares                                    
are deemed to be beneficially owned by CO-                                  
GP, LLC as a control person of the investment                               
adviser.  CO-GP, LLC disclaims any direct                                   
ownership of the shares reported in this                                    
Schedule 13G, except for an amount that is                                  
substantially less than one per cent of the                                 
number of shares reported herein.                                           

10.                                                                             
Check if the Aggregate Amount in Row (9)                                        
Excludes Certain Shares (See Instructions)                                      

[ ]                                                                             

11.                                                                             
Percent of Class Represented by Amount in Row (9)                               

16.24 %                                                                         

12.                                                                             
Type of Reporting Person (See Instructions)                                     

CO, OO (Control Person)                                                         

CUSIP No. 29082A107                                                             

1.                                                                              
Names of Reporting Persons.                                                     

Brandes Worldwide Holdings, L.P.                                                

I.R.S. Identification Nos. of above persons (entities only).                    

33-0836630                                                                      

2.                                                                              
Check the Appropriate Box if a Member of a Group (See Instructions)             

(a)  [ ]                                                                        
(b)  [ ]                                                                        

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                                                         

18,004,039 ADRs and 26,812,683 ORDs                                         

7.                                                                              
Sole Dispositive Power                                                      

0                                                                           

8.                                                                              
Shared Dispositive Power                                                    

18,887,650 ADRs and 44,710,552 ORDs                                         

9.                                                                              
Aggregate Amount Beneficially Owned by Each Reporting Person                    

18,887,650 ADR and 44,710,552 ORD shares                                    
are deemed to be beneficially owned by                                      
Brandes Worldwide Holdings, L.P., as a                                      
control person of the investment adviser.                                   
Brandes Worldwide Holdings, L.P. disclaims                                  
any direct ownership of the shares reported in                              
this Schedule 13G.                                                          

10.                                                                             
Check if the Aggregate Amount in Row (9)                                        
Excludes Certain Shares (See Instructions)                                      

[ ]                                                                             

11.                                                                             
Percent of Class Represented by Amount in Row (9)                               

16.24 %                                                                         

12.                                                                             
Type of Reporting Person (See Instructions)                                     

PN, OO (Control Person)                                                         

CUSIP No. 29082A107                                                             

1.                                                                              
Names of Reporting Persons.                                                     

Glenn Carlson                                                                   

I.R.S. Identification Nos. of above persons (entities only).                    

0                                                                               

2.                                                                              
Check the Appropriate Box if a Member of a Group (See Instructions)             

(a)  [ ]                                                                        
(b)  [ ]                                                                        

3.                                                                              

SEC Use Only                                                                    

4.                                                                              
Citizenship or Place of Organization                                            

USA                                                                             

Number of Shares Beneficially Owned by Each                                     
Reporting Person With:                                                          

5.                                                                              
Sole Voting Power                                                           

0                                                                           

6.                                                                              
Shared Voting Power                                                         

18,004,039 ADRs and 26,812,683 ORDs                                         

7.                                                                              
Sole Dispositive Power                                                      

0                                                                           

8.                                                                              
Shared Dispositive Power                                                    

18,887,650 ADRs and 44,710,552 ORDs                                         

9.                                                                              
Aggregate Amount Beneficially Owned by Each Reporting Person                    

18,887,650 ADR and 44,710,552 ORD shares                                    
are deemed to be beneficially owned by Glenn                                
Carlson, a control person of the investment                                 
adviser.  Mr. Carlson disclaims any direct                                  
ownership of the shares reported in Schedule                                
13G, except for the amount that is substantially                            
less than one per cent of the number of shares                              
reported herein.                                                            

10.                                                                             
Check if the Aggregate Amount in Row (9)                                        
Excludes Certain Shares (See Instructions)                                      

[ ]                                                                             

11.                                                                             
Percent of Class Represented by Amount in Row (9)                               

16.24 %                                                                         

12.                                                                             
Type of Reporting Person (See Instructions)                                     

IN, OO (Control Person)                                                         

Item 1(a)       Name of Issuer: Embraer S.A.                                    

Item 1(b)       Address of Issuers Principal Executive Offices:                 
Av. Brigadeiro Faria Lima, 2170 12227-901 Sao Jose dos Campos,                  
Sao Paulo, Brazil                                                               

Item 2(a)       Name of Person Filing:                                          
(i)     Brandes Investment Partners, L.P.                                       
(ii)    CO-GP, LLC.                                                             
(iii)   Brandes Worldwide Holdings, L.P.                                        
(iv)    Glenn Carlson                                                           

Item 2(b)       Address of Principal Business office or,                        
if None, Residence:                                                             
(i)     4275 Executive Square, 5th Floor, La Jolla, CA 92037                    
(ii)    4275 Executive Square, 5th Floor, La Jolla, CA 92037                    
(iii)   4275 Executive Square, 5th Floor, La Jolla, CA 92037                    
(iv)    4275 Executive Square, 5th Floor, La Jolla, CA 92037                    

Item 2(c)       Citizenship                                                     
(i)     Delaware                                                                
(ii)    Delaware                                                                
(iii)   Delaware                                                                
(iv)    USA                                                                     

Item 2(d)       Title of Class Securities: American Depository                  
Receipts and Common Shares                                                      

Item 2(e)       CUSIP Number: 29082A107                                         

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)     [ ]     Broker or dealer registered under section 15                    
of the Act (15 U.S.C. 78o).                                                     
(b)     [ ]     Bank as defined in section 3(a)(6) of the                       
Act (15 U.S.C. 78c).                                                            
(c)     [ ]     Insurance company as defined in section                         
3(a)(19) of the Act (15 U.S.C. 78c).                                            
(d)     [ ]     Investment company registered under                             
section 8 of the Investment Company Act                                         
(15 U.S.C. 80a-8).                                                              
(e)     [ ]     An investment adviser in accordance with                        
240.13d-1(b)(1)(ii)(E).                                                         
(f)     [ ]     An employee benefit plan or endowment                           
fund in accordance with 240.13d-                                                
1(b)(ii)(F).                                                                    
(g)     [ ]     A parent holding company or control                             
person in accordance with 240.13d-                                              
1(b)(1)(ii)(G).                                                                 
(h)     [ ]     A savings association as defined in Section                     
3(b) of the Federal Deposit Insurance Act                                       
(12 U.S.C. 1813).                                                               
(i)     [ ]     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)     [x]     Group, in accordance with 240.13d-1(b)(1)(ii)(J).               

This statement is filed by Brandes Investment Partners, L.P., an                
investment adviser registered under the Investment Advisers Act                 
of 1940, its control persons and its holding company.  (See, also,              
Exhibit A.)                                                                     

Item 4. Ownership:                                                              
(a)     Amount Beneficially Owned: 18,887,650 ADRs and 44,710,552               
ORDs                                                                            
(b)     Percent of Class:       16.24 %                                         
(c)     Number of shares as to which the joint filers have:                     
(i)     sole power to vote or to direct the vote:               
0                                               
(ii)    shared power to vote or to direct the vote:             
18,004,039 ADRs and 26,812,683 ORDs             
(iii)   sole power to dispose or to direct the                  
disposition of:      0                          
(iv)    shared power to dispose or to direct the                
disposition of:    18,887,650 ADRs and          
44,710,552 ORDs                                 

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 securities, check the following [ ]. N/A                   

Item 6. Ownership of More than Five Percent on Behalf of                        
Another Person.                                                                 
N/A                                             

Item 7. Identification and Classification of the Subsidiary                     
Which Acquired the Security Being Reported on By                                
the Parent Holding Company.                                                     
N/A                                             

Item 8. Identification and Classification of Members of the                     
Group.                                                                          
See Exhibit A                                   

Item 9. Notice of Dissolution of Group.                                         
N/A                                             

Item 10.        Certification:                                                  
(a)     The following certification shall be included if                        
the statement is filed pursuant to 240.13d-1(b):                                

By signing below I certify that, to the best of my              
knowledge and belief, the securities referred to above          
were acquired and held in the ordinary course of business       
and 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.                      

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:  January 6, 2022                                                          

BRANDES INVESTMENT PARTNERS, L.P.                                               

By:     /s/ Glenn Carlson                                                       
Name: Glenn Carlson, General Partner                            
CO-GP, LLC its General Partner                                  

CO-GP, LLC                                                                      

By:     /s/ Glenn Carlson                                                       
Name: Glenn Carlson, General Partner                            

BRANDES WORLDWIDE HOLDINGS, L.P.                                                

By:     /s/ Glenn Carlson                                                       
Name: Glenn Carlson of CO-GP, LLC its General Partner           

By:     /s/ Glenn Carlson                                                       
Name: Glenn Carlson, Control Person                             

EXHIBIT A                                                                       

Identification and Classification of Members of the Group                       

Pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under                     
the Securities and Exchange Act of 1934, the members of the                     
group making this joint filing are identified and classified                    
as follows:                                                                     

Name: Brandes Investment Partners, L.P. (the Investment Adviser)                
Classification: Investment adviser registered under Investment                  
Advisers Act of 1940                                                            

Name: Co-GP, LLC                                                                
Classification: A control person of the Investment Adviser                      

Name: Brandes Worldwide Holdings, L.P.                                          
Classification: A control person of the Investment Adviser                      

Name: Glenn Carlson                                                             
Classification: A control person of the Investment Adviser                      

EXHIBIT B                                                                       

Joint Filing Agreement Pursuant to Rule 13d-1                                   

This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1)    
under the Securities and Exchange Act of 1934 (the Act) by and among the        
parties listed below, each referred to herein as a Joint Filer.  The Joint      
Filers agree that a statement of beneficial ownership as required by            
Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed        
on each of their behalf on Schedule 13G or Schedule 13D, as appropriate,        
and that said joint filing may thereafter be amended by further joint           
filings. The Joint Filers state that they each satisfy the requirements         
for making a joint filing under Rule 13d-1.                                     

Dated:  January 6, 2022                                                         

BRANDES INVESTMENT PARTNERS, L.P.                                               

By:     /s/ Glenn Carlson                                                       
Name: Glenn Carlson, General Partner of Co-GP, LLC.             

Co-GP, LLC.                                                                     

By:     /s/ Glenn Carlson                                                       
Name: Glenn Carlson, General Partner                            

EXHIBIT C                                                                       

Disclaimer of Beneficial Ownership                                              

Co-GP, LLC, Brandes Worldwide Holdings, L.P., Glenn Carlson, and Jeff           
Busby disclaim beneficial interest as to the shares referenced above,           
except for an amount equal to substantially less than one percent of            
the shares reported on this Schedule 13D.  None of these entities               
or individuals holds the above-referenced shares for its/his                    
own account except on a de minimis basis.                                       

By:     /s/ Glenn Carlson                                                       
Name: Glenn Carlson                                             

By:     /s/ Jeff Busby                                                          
Name: Jeff Busby                                                

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G’ Filing		Date		Other Filings
Filed on:		1/7/22		SC 13G
		1/6/22
		12/31/21		13F-HR,  20-F,  6-K,  SD
				List all Filings