Unassociated Document
 
As filed with the U.S. Securities and Exchange Commission on June 23, 2015
 Registration No.  333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
 
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________

Gerdau S.A.
(Exact name of issuer of deposited securities as specified in its charter)

n/a
(Translation of issuer's name into English)

Brazil
(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)

4 New York Plaza, Floor 12, New York, NY, 10004
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________

Peter Campo
4221 West Boy Scout Boulevard, Suite #600
Tampa, FL  33607
Telephone: (813) 676-2664
 (Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
 
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, Suite 2405
New York, New York  10022
(212) 319-7600
 
It is proposed that this filing become effective under Rule 466
  x
immediately upon filing
  
  o
on (Date) at (Time)
  

If a separate registration statement has been filed to register the deposited shares, check the following box. o

CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
Amount
to be registered
Proposed maximum
 aggregate price per
unit (1)
Proposed maximum
aggregate offering price (2)
Amount of
registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one Preferred Share of Gerdau S.A.
100,000,000
American Depositary Shares
$0.05
$5,000,000
$581
(1)
Each unit represents one American Depositary Share.
(2)
Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.
 
 
 
 
 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit (a)(2) to this Registration Statement, which is incorporated herein by reference.
 
CROSS REFERENCE SHEET
 
Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption  
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
         
(1) Name and address of Depositary  
Introductory paragraph and bottom of face of American Depositary Receipt
         
(2) Title of American Depositary Receipts and identity of deposited securities  
Face of American Depositary Receipt, top center
         
  Terms of Deposit:    
       
  (i)
Amount of deposited securities represented by one unit of American Depositary Shares
  
Face of American Depositary Receipt, upper right corner
         
  (ii)
Procedure for voting, if any, the deposited securities
  
Paragraph (12)
         
  (iii)
Collection and distribution of dividends
  
Paragraphs (4), (5), (7) and (10)
         
  (iv)
Transmission of notices, reports and proxy soliciting material
  
Paragraphs (3), (8) and (12)
         
  (v)
Sale or exercise of rights
  
Paragraphs (4), (5) and (10)
         
  (vi)
Deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Paragraphs (4), (5), (10) and (13)
         
  (vii)
Amendment, extension or termination of the Deposit Agreement
  
Paragraphs (16) and (17)
         
  (viii)
Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
  
Paragraph (3)
         
  (ix)
Restrictions upon the right to deposit or withdraw the underlying securities
  
Paragraphs (1), (2), (4), and (5)
         
  (x)
Limitation upon the liability of the Depositary
  
Paragraph (14)
         
(3) Fees and Charges  
Paragraph (7)
 
 
 
 
 
Item 2.  AVAILABLE INFORMATION

Item Number and Caption  
Location in Form of American Depositary  
Receipt Filed Herewith as Prospectus
         
(b) Statement that Gerdau, S.A. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly files certain reports with the Securities and Exchange Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C.  
Paragraph (8)
 
 
 
 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.  EXHIBITS
 
 
(a)(1)
Form of Deposit Agreement. Form of Amended and Restated Deposit Agreement dated as of           , 2013 among Gerdau S.A., JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement").  Previously filed as Exhibit (a) to Registration Statement No. 333-189475 and incorporated herein by reference.
 
 
(a)(2)
Form of ADR.  Filed herewith as Exhibit (a)(2).
 
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby.  Not Applicable.
 
 
(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.  Not Applicable.
 
 
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered.  Filed herewith as Exhibit (d).
 
 
(e)
Certification under Rule 466.  Filed herewith as Exhibit (e).
 
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 Receipts, 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 American Depositary Receipt thirty days before any change in the fee schedule.
 
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, 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 June 23, 2015.
 
 
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
  
     
  By: JPMORGAN CHASE BANK, N.A., as Depositary  
       
 
By:
/s/ Gregory A. Levendis  
  Name:  Gregory A. Levendis  
  Title: Executive Director  
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Gerdau S.A. 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 on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Brazil on June 23, 2015.
 
 
GERDAU S.A.
  
       
 
By:
/s/ André Bier Gerdau Johannpeter  
  Name:  André Bier Gerdau Johannpeter  
  Title: Chief Executive Officer  
 
 
 
 
 
POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of André Bier Gerdau Johannpeter and André Pires de Oliveira Dias to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities on June 23, 2015.
 
Signature
  
Title
 
/s/ Claudio Johannpetter 
  
 
Chairman of the Board of Directors
Name: Claudio Johannpetter
    
     
/s/ André Bier Gerdau Johannpeter              
  
Chief Executive Officer and Board Member
Name: André Bier Gerdau Johannpeter
    
     
/s/ Andre Pires de Oliveira Dias                  
  
Chief Financial Officer and Board Member
Name: Andre Pires de Oliveira Dias
    
     
     
Name: Guilherme Chagas Gerdau Johannpetter
  
Board Member
     
/s/ Francisco Deppermann Fortes
  
Director
Name: Francisco Deppermann Fortes
    
     
/s/ Manoel Vitor de Mendonca Filho             
  
Director
Name: Manoel Vitor de Mendonca Filho
    
 
 
 
 
 
Signature
   Title
 
  
 
Director
Name: Ricardo Guizeppe Mascheroni
    
     
/s/ Oscar De Paula Bernardes Neto
  
Board Member
Name: Oscar De Paula Bernardes Neto
    
     
 
  
Board Member
Name: Affonso Celso Patore
    
     
/s/ Expedito Luz                                            
  
Board Member
Name: Expedito Luz
    
     
/s/ Peter Campo   Authorized Representative in the United States
Name: Peter Campo
    
 
 
 
 
 
INDEX TO EXHIBITS

Exhibit Number
    
     
(a)(2)
Form of ADR
  
     
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.
  
     
(e) Rule 466 Certification