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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Stock Unit (1) | (2) | 11/30/2007 | A | 16.3 | (2) | (2) | Common Stock | 16.3 (3) | $ 112.34 | 10,789.26 | D | ||||
| Phantom Stock Unit (1) | (2) | 12/31/2007 | A | 182.54 | (2) | (2) | Common Stock | 182.54 | $ 116.41 | 10,971.8 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BACHRACH ERNEST C/O BUNGE LTD. 50 MAIN STREET - 6TH FLOOR WHITE PLAINS, NY 10606 |
X | |||
| /s/ John Tropeano | 01/03/2008 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Phantom stock units are issued under the Bunge Limited Deferred Compensation Plan for Non-Employee Directors (the "Directors Plan") and are settled in cash or shares of BG common stock, at the reporting person's election. Effective as of October 1, 2007, BG made an administrative change in the manner in which it reports the number of phantom stock units credited to participants under the Director's Plan on its books and records. Each phantom stock unit is the economic equivalent of a share of BG common stock. The change in the administration of the phantom stock units will not increase or decrease the reporting person's beneficial ownership in the BG common shares underlying the phantom stock units held by the reporting person. |
| (2) | Each phantom stock unit is the economic equivalent of one share of BG common stock. The settlement of phantom stock units will be in cash or shares of BG common stock, at the reporting person's election, upon earlier of (a) the reporting person's termination of service with BG and (b) a change in control of BG. |
| (3) | As a result of the administrative change in crediting the number of phantom stock units, the dividends credited to the phantom stock units on November 30, 2007 and reinvested under the Director's Plan were inadvertently omitted from the Form 4 filed on December 4, 2007. |