SECURITIESAND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
GRUPO AEROPORTUARIO DEL SURESTE, S.A.B. DE C.V. |
(Name of Issuer) |
|
AMERICAN DEPOSITARY SHARES, EACH REPRESENTING TEN SERIES B SHARES SERIES B SHARES, WITHOUT PAR VALUE |
(Title of Class of Securities) |
|
40051E202 |
(CUSIP Number) |
|
Fernando Chico Pardo c/o Promecap, S.A. de C.V. Bosque de Alisos No. 47A-3, Bosque de las Lomas CP 05120, Ciudad de Mexico, Mexico +52 55 1105 0800 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
With a copy to: Adam Brenneman, Esq. Cleary, Gottlieb, Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 (212) 225-2000 |
August 28, 2019 |
(Date of Event which Requires Filing of this Statement) |
Ifthe filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to thesubject class of securities, and for any subsequent amendment containing information which would alter disclosures provided ina prior cover page.
Theinformation required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of theAct but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 40051E202 |
1. | Names of Reporting Persons Fernando Chico Pardo |
2. | Check the Appropriate Box if a Member of a Group (see instructions) | (a) (b) | ☒ ☐ |
3. | SEC USE ONLY |
4. | Source of Funds (see instructions) PF |
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | | ☐ |
6. | Citizenship or Place of Organization United Mexican States |
Number of Shares Beneficially Owned by Each Reporting Person with | 7. | Sole Voting Power 40,519,378 |
8. | Shared Voting Power 22,950,000 |
9. | Sole Dispositive Power 40,519,378 |
10. | Shared Dispositive Power 22,950,000 |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 63,469,378 |
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | | ☐ |
13. | Percent of Class Represented by Amount in Row (11) 22.91% |
14. | Type of Reporting Person (see instructions) IN |
| | | | | |
CUSIP No. 40051E202 |
1. | Names of Reporting Persons. CHPAF Holdings, S.A.P.I. de C.V. |
2. | Check the Appropriate Box if a Member of a Group (see instructions) | (a) (b) | ☒ ☐ |
3. | SEC USE ONLY |
4. | Source of Funds (see instructions) AF and OO |
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | | ☐ |
6. | Citizenship or Place of Organization United Mexican States |
Number of Shares Beneficially Owned by Each Reporting Person with | 7. | Sole Voting Power 40,519,378 |
8. | Shared Voting Power 0 |
9. | Sole Dispositive Power 40,519,378 |
10. | Shared Dispositive Power 0 |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 40,519,378 |
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Class B Shares (see instructions) | | ☐ |
13. | Percent of Class Represented by Amount in Row (11) 14.63% |
14. | Type of Reporting Person (see instructions) CO |
| | | | | |
AmendmentNo. 15 to Schedule 13D
TheReporting Persons hereby amend and supplement the statement on Schedule 13D filed with the Securities and Exchange Commission(the “Commission”) on April 9, 2007, as amended by Amendment No. 1 thereto filed on May 14, 2007, AmendmentNo. 2 thereto filed on June 4, 2007, Amendment No. 3 thereto filed on June 5, 2007, Amendment No. 4 thereto filed on June 20,2007, as amended and restated by Amendment No. 5 thereto filed on June 20, 2007, as amended by Amendment No. 6 thereto filed onAugust 22, 2007, as amended by Amendment No. 7 thereto filed on May 23, 2008, as amended by Amendment No. 8 thereto filed on June2, 2008, as amended by Amendment No. 9 thereto filed on July 3, 2008, as amended by Amendment No. 10 thereto filed on June 23,2010, as amended by Amendment No. 11 thereto filed on October 14, 2010, as amended by Amendment No. 12 thereto filed on November8, 2011, as amended by Amendment No. 13 thereto filed on January 5, 2012, and as amended by Amendment No. 14 filed on March 12,2012 (the “Schedule 13D”) with respect to, among other things, the Reporting Persons’ beneficial ownershipof series B shares (“Series B Shares”) (including Series B Shares underlying the American Depositary Shares(“ADSs”)) of Grupo Aeroportuario del Sureste, S.A.B. de C.V., a limited liability publicly traded corporationwith variable capital stock (sociedad anónima bursátil de capital variable) (the “Company”),organized under the laws of the United Mexican States (“Mexico”). According to its public filings with theCommission, the Company, through its subsidiaries, operates airports in the southeastern region of Mexico. Defined terms usedbut not defined herein shall have the respective meanings given to such terms in the Schedule 13D.
Item1. Security and Issuer
Item1 is hereby amended so that all references in the Item to “Mexico, D.F.”, or any variation thereof, shall now readas “Ciudad de Mexico”:
Item2. Identity and Background
Item2 is hereby amended so that all references in the Item to “Mexico, D.F.”, or any variation thereof, shall now readas “Ciudad de Mexico” and by adding at the end of the Item the following:
Theprincipal business address of CHAPF Holdings, S.A.P.I. de C.V., a Mexican sociedad anónima promotora de inversionesde capital variable (“CHAPF”), is Bosque de Alisos No. 47A-3, Bosques de las Lomas CP 05120, Ciudad deMexico, Mexico. During the last five years, CHAPF has not been convicted in a criminal proceeding (excluding traffic violationsor similar misdemeanors) nor has it been a party to a civil proceeding of a judicial or administrative body of competent jurisdictionand as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibitingor mandating activities subject to, federal or state securities laws or finding any violation with respect to laws. The name,citizenship, present principal occupation or employment of each director and executive officer of CHAPF is set forth in ScheduleA hereto.
Item3. Source and Amount of Funds or Other Consideration
Item3 is hereby amended by adding at the end of the Item the following:
Mr.Chico/CHAPF acquired 2,773,081 Shares for a sum of around Ps.790.4 million pursuant to negotiated transactions in the market witha mixture of cash on hand and lines of credit from commercial banks.
Item4. Purpose of Transaction
Item4 is hereby amended by adding at the end of the Item the following paragraphs:
OnDecember 3, 2018, Agrupación Aeroportuaria Internacional III, S.A. de C.V. and Servicios de Estrategia Patrimonial, S.A.de C.V. merged with CHAPF Holdings, S.A.P.I. de C.V. to become CHAPF Holdings, S.A.P.I. de C.V. CHAPF Holdings,S.A.P.I. de C.V. thus became the successor in interest to both Agrupación Aeroportuaria Internacional III, S.A. de C.V.and Servicios de Estrategia Patrimonial, S.A. de C.V.
While Mr. Chico and CHAPF may continue to buy additional Shares in negotiated transactions in the market, their plans and proposals for the Company have not changed.
Item5. Interest in Securities of the Issuer
Section(c) of Item 5 is hereby amended to state the following:
(c)Except as set forth in this statement, no transactions in Shares were effected by the Reporting Persons during the 60 day periodended August 28, 2019.
Date | Amount of Securities | Price per Share (Mexican Pesos) | Where and How Effected |
24-Jul-19 | 446,826 | 294.87 | Open Market |
25-Jul-19 | 160,000 | 297.59 | Open Market |
26-Jul-19 | 44,231 | 294.26 | Open Market |
29-Jul-19 | 20,000 | 295.64 | Open Market |
30-Jul-19 | 10,000 | 299.99 | Open Market |
31-Jul-19 | 200,000 | 292.19 | Open Market |
1-Aug-19 | 3,303 | 290.00 | Open Market |
2-Aug-19 | 70,000 | 287.35 | Open Market |
6-Aug-19 | 75,000 | 286.91 | Open Market |
7-Aug-19 | 50,000 | 287.07 | Open Market |
8-Aug-19 | 97,203 | 284.75 | Open Market |
9-Aug-19 | 100,000 | 284.47 | Open Market |
12-Aug-19 | 12,260 | 279.82 | Open Market |
13-Aug-19 | 52,712 | 277.12 | Open Market |
14-Aug-19 | 154,120 | 276.83 | Open Market |
15-Aug-19 | 60,688 | 272.70 | Open Market |
16-Aug-19 | 6,908 | 275.29 | Open Market |
19-Aug-19 | 150,000 | 278.00 | Open Market |
20-Aug-19 | 350,000 | 282.25 | Open Market |
21-Aug-19 | 7,213 | 279.96 | Open Market |
22-Aug-19 | 200,000 | 280.34 | Open Market |
23-Aug-19 | 423,110 | 277.98 | Open Market |
26-Aug-19 | 65,000 | 279.56 | Open Market |
27-Aug-19 | 14,507 | 279.56 | Open Market |
SIGNATURE
Afterreasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in thisstatement is true, complete and correct.
Dated:August 28, 2019
| FERNANDO CHICO PARDO |
| |
| By: | /s/ Fernando Chico Pardo | |
| |
| |
| CHPAF HOLDINGS, S.A.P.I. DE C.V. |
| |
| By: | /s/ Fernando Chico Pardo | |
| Name: | Fernando Chico Pardo |
| Title: | Attorney in fact |
Schedule A
Boardof Directors s of CHAPF Holdings, S.A.P.I. de C.V.
Thefollowing sets forth the name, citizenship and present principal occupation or employment of each director of CHAPF. To the bestof the Reporting Persons’ knowledge, except as set forth on Schedule 13D, none of the directors of CHAPF owns any Sharesor any other shares convertible into Shares.
Name | Title | Citizenship | Present Principal Place of Employment |
Fernando Chico Pardo | Chairman | Mexican | Promecap S.A. de C.V. |
Andres Chico Hernandez | Board Member | Mexican | CHPAF Holdings S.A.P.I. de C.V. |
Felipe Chico Hernandez | Board Member | Mexican | CHPAF Holdings S.A.P.I. de C.V. |
Pablo Chico Hernandez | Board Member | Mexican | SSA Marine Mexico S.A. de C.V. |
Jose Miguel Enrich Liñero | Secretary | Mexican | Promecap S.A. de C.V. |