Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Schroder Soren
2. Date of Event Requiring Statement (Month/Day/Year)
05/24/2013
3. Issuer Name and Ticker or Trading Symbol
Bunge LTD [BG]
(Last)
(First)
(Middle)
C/O BUNGE LIMITED, 50 MAIN STREET, 6TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WHITE PLAINS, NY 10606
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock (1) 55,039
D
 
Common Stock 2,250
I
By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   (2) 02/24/2016 Common Stock 3,333 $ 57.01 D  
Stock Option (Right to Buy)   (3) 02/27/2017 Common Stock 4,300 $ 80.06 D  
Stock Option (Right to Buy)   (4) 02/28/2018 Common Stock 4,350 $ 110.745 D  
Stock Option (Right to Buy)   (5) 03/13/2019 Common Stock 4,500 $ 51.61 D  
Stock Option (Right to Buy)   (6) 03/03/2020 Common Stock 25,000 $ 61.6 D  
Stock Option (Right to Buy)   (7) 03/02/2021 Common Stock 30,000 $ 71.2 D  
Stock Option (Right to Buy)   (8) 02/28/2022 Common Stock 37,500 $ 67.63 D  
Stock Option (Right to Buy)   (9) 03/04/2023 Common Stock 38,175 $ 74.33 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schroder Soren
C/O BUNGE LIMITED
50 MAIN STREET, 6TH FLOOR
WHITE PLAINS, NY 10606
  X     Chief Executive Officer  

Signatures

/s/ John Tropeano, Attorney-in-Fact 05/30/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes an award of 26,907 restricted stock units that were granted to the insider on March 5, 2013. One restricted stock unit is convertible into one share of BG common stock. The restricted stock units fully vest on March 5, 2016.
(2) This option became exercisable in three equal annual installments beginning on February 24, 2007.
(3) This option became exercisable in three equal annual installments beginning on February 27, 2008.
(4) This option became exercisable in three equal annual installments beginning on February 28, 2009.
(5) This option became exercisable in three equal annual installments beginning on March 13, 2010.
(6) This option became exercisable in three equal annual installments beginning on March 3, 2011.
(7) This option is exercisable in three equal installments beginning on March 2, 2012.
(8) This option is exercisable in three equal installments beginning on February 28, 2013.
(9) This option is exercisable in three equal installments beginning on March 5, 2014.

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