SECURITIESAND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE13D
Under the Securities Exchange Act of 1934
(Amendment No. 21)*
| 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 |
| October 27, 2023 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13Gto report the acquisition that is the subject of this Schedule 13D, 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 originaland five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reportingperson's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing informationwhich would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shallnot be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (the “Act”) orotherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, seethe 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 62,024,998 |
| 8. | Shared Voting Power 22,950,000 |
| 9. | Sole Dispositive Power 62,024,998 |
| 10. | Shared Dispositive Power 22,950,000 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 84,974,998 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | | ☐ |
| 13. | Percent of Class Represented by Amount in Row (11) 30.67% |
| 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 62,024,998 |
| 8. | Shared Voting Power 0 |
| 9. | Sole Dispositive Power 62,024,998 |
| 10. | Shared Dispositive Power 0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 62,024,998 |
| 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) 22.39% |
| 14. | Type of Reporting Person (see instructions) CO |
| | | | | | |
Amendment No. 21 to Schedule 13D
The Reporting Persons hereby amend and supplementthe 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, Amendment No. 2 thereto filed on June 4, 2007, Amendment No. 3 thereto filedon 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 on August 22, 2007, as amended by Amendment No. 7 thereto filed on May 23, 2008, asamended by Amendment No. 8 thereto filed on June 2, 2008, as amended by Amendment No. 9 thereto filed on July 3, 2008, as amended by AmendmentNo. 10 thereto filed on June 23, 2010, as amended by Amendment No. 11 thereto filed on October 14, 2010, as amended by Amendment No. 12thereto filed on November 8, 2011, as amended by Amendment No. 13 thereto filed on January 5, 2012, as amended by Amendment No. 14 theretofiled on March 12, 2012, as amended by Amendment No. 15 thereto filed on August 29, 2019, as amended by Amendment No. 16 thereto filedon July 31, 2020, as amended by Amendment No. 17 thereto filed on June 4, 2021, as amended by Amendment No. 18 thereto filed on December16, 2021, as amended by Amendment No. 19 thereto filed on June 8, 2022, and as amended by Amendment No. 20 thereto filed on June 23, 2022,(the “Schedule 13D”) with respect to, among other things, the Reporting Persons’ beneficial ownership of seriesB 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 corporation with variable capital stock (sociedadanónima bursátil de capital variable) (the “Company”), organized under the laws of the United MexicanStates (“Mexico”). According to its public filings with the Commission, the Company, through its subsidiaries, operatesairports in the southeastern region of Mexico. Defined terms used but not defined herein shall have the respective meanings given to suchterms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended by adding at the end of the Item the following:
Mr. Chico/CHAPF acquired 3,786,406 Shares for a sum of aroundPs. 1,481.4 million pursuant to negotiated transactions in the market with a mixture of cash on hand and lines of credit from commercialbanks.
Item 5. 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 transactionsin Shares were effected by the Reporting Persons since the most recent filing of Schedule 13D on June 23, 2022.
| Date | Amount of Securities | Price per Share (Mexican Pesos) | Where and How Effected |
| 23-Jun-22 | 179,362 | 411.32 | Open Market |
| 24-Jun-22 | 328 | 412.61 | Open Market |
| 29-Jun-22 | 106,718 | 415.00 | Open Market |
| 27-Sep-22 | 120,640 | 401.50 | Open Market |
| 29-Sep-22 | 694,691 | 401.50 | Open Market |
| 30-Sep-22 | 530,974 | 401.9513 | Open Market |
| 25-Oct-23 | 192,300 | 384.74 | Open Market |
| 26-Oct-23 | 500,000 | 383.6 | Open Market |
| 27-Oct-23 | 1,461,393 | 380.91 | Open Market |
SIGNATURE
After reasonable inquiry and to the best of myknowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 31, 2023
| | 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 |
