UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 20440T201

1.

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)
Schroder Investment Management North America Ltd.

IRS ID not applicable

2.

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

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
England

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
5,443,250

6.

Shared Voting Power

7.

Sole Dispositive Power
5,443,250

8.

Shared Dispositive Power

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,443,250

10.

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

11.

Percent of Class Represented by Amount in Row (9)
3.52%

12.

Type of Reporting Person (See Instructions)
IA

CUSIP No. 20440T201

1.

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)
Schroder Investment Management Ltd.

IRS ID not applicable

2.

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

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
England

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
5,690,636

6.

Shared Voting Power

7.

Sole Dispositive Power
5,690,636

8.

Shared Dispositive Power

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,690,636

10.

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

11.

Percent of Class Represented by Amount in Row (9)
3.68%

12.

Type of Reporting Person (See Instructions)
IA

CUSIP No. 20440T201

1.

Names of Reporting Persons

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

IRS ID not applicable

2.

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

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
England

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
6,528

6.

Shared Voting Power

7.

Sole Dispositive Power
6,528

8.

Shared Dispositive Power

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,528

10.

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

11.

Percent of Class Represented by Amount in Row (9)
0.004%

12.

Type of Reporting Person (See Instructions)
FI

Item 1.

(a)

Name of Issuer
CIA BRASILEIRA DE DISTRIBUICAO GRUPO PAO DE ACUCAR

(b)

Address of Issuer’s Principal Executive Offices
Av. Brigadeiro Luiz Antonio

3142 San Paulo, SP 01402-901

Brazil

Item 2.

(a)

Name of Person Filing
Schroder Investment Management North America Ltd.

(b)

Address of Principal Business Office or, if none, Residence
31 Gresham Street, 1st  Floor

London EC2V 7QA

United Kingdom

(c)

Citizenship
England

(d)

Title of Class of Securities
ADR

(e)

CUSIP Number
20440T201

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)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

x

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

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)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

(k)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

11,144,214

(b)

Percent of class:   

7.206%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

11,144,214

(ii)

Shared power to vote or to direct the vote    

(iii)

Sole power to dispose or to direct the disposition of   

11,144,214

(iv)

Shared power to dispose or to direct the disposition of   

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 of securities, check the following   o.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

All entities are under common control. Shares are held for the benefit of investment advisory clients.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are 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.

By:

/s/ Jamie Dorrien Smith

Name:

Jamie Dorrien Smith**

Title:

Chief Executive Officer

Schroder Investment Management North America Inc.

**Authorized by Power of Attorney to sign on behalf of the following Advisors:

Schroder Investment Management Ltd.

Schroder Investment Management North America Ltd.

Schroder & Co. Ltd.

Dated: February 14, 2011