Gafisa : 6-K - Report of Foreign Issuer

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of September, 2019

(Commission File No. 001-33356),

Gafisa S.A.

(Translation of Registrant's name into English)

Av. Nações Unidas No. 8501, 19th floor

São Paulo, SP, 05425- 070

Federative Republic of Brazil

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file

annual reports under cover Form 20-F or Form 40-F.

Form 20-F ___X___ Form 40-F ______

Indicate by check mark if the registrant is submitting

the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)

Yes ______ No ___X___

Indicate by check mark if the registrant is submitting

the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ______ No ___X___

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes ______ No ___X___

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):N/A

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GAFISA S.A.

CNPJ/ME 01.545.826/0001-07

NIRE 35.300.147.952

Publicly held Company

NOTICE TO SHAREHOLDERS

END OF THE TERM TO EXERCISE THE PREEMPTIVE RIGHTS AND PROCEDURE FOR SUBSCRIPTION OF UNSOLD SHARES

Gafisa S.A. (B3: GFSA3; OTC: GFASY) ("Company"), in continuity with the information disclosed in the Notice to Shareholders of August 15, 2019 ("1st Notice to Shareholders"), and the Notice to the Market disclosed in September 23, 2019, referring the capital stock increase in the amount of up to two hundred, seventy-three million, two hundred, forty-two thousand, one hundred and thirty-one Reais and ninety-two centavos (R$273,242,131.92), with private subscription of forty-eight thousand, nine hundred, sixty-eight thousand, one hundred and twenty-four (48,968,124) new common shares, by the base value of six Reais and fifty-seven centavos (R$6.57) per common share, defined pursuant to Article 170, Paragraph 1, item III of Law No. 6.404 of December 15, 1976, as amended ("Brazilian Corporation Law") applying a scheduled discount: (i) of fifteen percent (15%) applied over the issue base value for those shareholders exercising their preemptive right and their right of subscribing unsold shares, at an issue price of five Reais and fifty-eight centavos (R$5.58) per common share, and (ii) an additional three percent (3%) applied over the price of subscription right of previous item for those shareholders exercising their right to acquire additional unsold shares, at an issue price of five Reais and forty-two centavos (R$5.42) per common share in the subscription of additional unsold shares ("Capital Increase"), inform its shareholders and the market the following:

1. END OF THE TERM FOR THE EXERCISE OF PREEMPTIVE RIGHTS

1. End of the Term for the Exercise of Preemptive Rights. The term for the exercise of the preemptive rights in the subscription of common shares to be issued within the scope of the Capital Increase initiated on August 22, 2019 (inclusive) and ended on September 20, 2019 (inclusive).
2. Number of shares subscribed. During the preemptive rights exercise period, a total of thirty seven million eighty three thousand seven hundred seventy one (37,083,771) non-par, registered, book- entry, common shares were subscribed, at the issue price of five Reais and fifty-eight centavos (R$5.58) per share, totaling the amount of two hundred and six million nine hundred and twenty-seven thousand four hundred and forty-two reais and eighteen cents (R$206,927,442.18), corresponding to seventy-five integers and seventy-three hundredths percent (75.73%) of Capital Increase.

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1. Subscription Receipts at Itaú Unibanco. Subscription receipts of subscribed shares in the exercise of preemptive right were made available to underwriters within twenty-four (24) hours after the signature of subscription list, transfer of funds and payment at Itaú Unibanco S.A. ("Itaú"), the financial institution liable for the Company's shares bookkeeping.
2. Subscription Receipts at the Central Depositary of B3 S.A. - Brasil, Bolsa, Balcão ("B3"). Subscription receipts of shares subscribed in the exercise of preemptive right at the Central Depositary of B3 ("Central Depositary of B3") were made available to related underwriters on the day following the date of payment of subscribed shares.

2. UNSUBSCRIBED SHARES AND SUBSCRIPTION OF UNSOLD SHARES

1. Number of unsubscribed shares. During the preemptive rights exercise period, eleven million eight hundred and eighty-four thousand three hundred and fifty-three (11,884,353) non-par, registered, book-entry, common shares were not subscribed, corresponding to twenty four integers and twenty seven hundredths percent (24.27%) of total non-par, registered, book-entry, common shares, available for subscription within the scope of Capital Increase ("Total Unsold Shares"). Considering the total Unsold Shares, the issue price of five Reais and fifty-eight centavos (R$5.58) for unsold shares subscription will result in a capital stock increase totaling up to two hundred, seventy-three million, two hundred, forty-two thousand, one hundred, thirty-one Reais and ninety-two centavos (R$273,242,131.92), in the event of full subscription of Unsold Shares without subscription of additional Unsold Shares.
2. Subscription of Unsold Shares. Pursuant to Article 171, Paragraph 7, "b" of the Brazilian Corporation Law, the total Unsold Shares shall be offered for an apportionment among underwriters, who, upon share subscription during the preemptive right period, requested for reservation of unsold shares in the proportion of shares subscribed by each of them.

2.2.1. The underwriter shall not be entitled to subscribe for unsold shares, if pursuant to provisions of Article 171, Paragraph 7, "b" of the Brazilian Corporation Law, did not request to reserve unsold shares not subscribed upon share subscription during the period to exercise the preemptive right.

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2.3. Unsold shares subscription rights. The underwriter, who, upon subscription, made reservation of unsold shares, shall be entitled to subscribe for 0,321610139 new shares for each share subscribed during the period to exercise the preemptive right.

2.3.1. The percentage of unsold shares rights that each underwriter who made reservation of unsold shares is entitled to subscribe was calculated by multiplying (x) the division quotient (a) of total number of unsold shares available to be subscribed by (b) total number of shares effectively subscribed during the term for exercise of the preemptive right by all underwriters who requested to reserve unsold shares, by (y) one hundred (100), as follows:

Total Unsold Shares (S)	11.884.353
Shares subscribed by underwriters	36.952.669
who requested unsold shares (TAs)
Number of unsold shares for each	0,321610139
share subscribed (S/TAs)
% of unsold shares	24,27%

1. 2.3.2. Maximum number of unsold shares. The maximum number of Unsold Shares that each shareholder or assignee of Preemptive Right is entitled to subscribe, is calculated by dividing the number of unsold shares by total number of shares subscribed with the option of participating in the unsold shares apportionment and multiplying by the number that certain shareholder or assignee of preemptive right subscribed during the preemptive right period, according to the following formula: (total number of unsold shares/total shares subscribed with option of unsold shares apportionment X number of shares subscribed by shareholder or assignee, who opted for unsold shares apportionment)

2. Share fractions. Share fractions deriving from the exercise of the right to subscribe for unsold shares shall be disregarded.
3. Unsold shares subscription price. Pursuant to the 1st Notice to Shareholders, the unsold shares to be subscribed among shareholders who expressed their interest shall be subscribed by the issue price of five Reais and fifty-eight centavos (R$5.58) per common share, calculated by applying the fifteen percent (15%) discount over the base value of six Reais and fifty-seven centavos (R$6.57) per common share;
4. Additional Unsold Shares Subscription Price. In compliance with the 1st Notice to Shareholders, the additional unsold shares to be subscribed among shareholders who expressed their interest shall be subscribed by the issue price of five Reais and forty-two centavos (R$5.42) per common share, calculated by applying over the base value of six Reais and fifty-seven centavos (R$6.57) per common

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share of scheduled discount of (i) fifteen percent (15%) over the base value of issue, corresponding to the price to exercise the preemptive right and unsold shares subscription; and (ii) an additional three percent (3%) applied over the price to exercise the preemptive right and of subscribing unsold shares obtained in item (i) for those shareholders who, after exercising their preemptive right and having subscribed Unsold Shares, exercised their right to subscribe Additional Unsold Shares.

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