SECURITIES AND EXCHANGECOMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 22)*
| 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 |
| November 20, 2024 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G toreport the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f)or 240.13d-1(g), check the following box. ☐
| * | The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subjectclass of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall notbe deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwisesubject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 40051E202 | Page 2 of 5 |
| 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 65,008,564 |
| 8. | Shared Voting Power 22,950,000 |
| 9. | Sole Dispositive Power 65,008,564 |
| 10. | Shared Dispositive Power 22,950,000 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 87,958,564 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) | | ☐ |
| 13. | Percent of Class Represented by Amount in Row (11) 31.75% |
| 14. | Type of Reporting Person (see instructions) IN |
| | | | | | |
| CUSIP No. 40051E202 | Page 3 of 5 |
| 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 65,008,564 |
| 8. | Shared Voting Power 0 |
| 9. | Sole Dispositive Power 65,008,564 |
| 10. | Shared Dispositive Power 0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 65,008,564 |
| 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) 23.46% |
| 14. | Type of Reporting Person (see instructions) CO |
| | | | | | |
| CUSIP No. 40051E202 | Page 4 of 5 |
Amendment No. 22 to Schedule 13D
The Reporting Persons hereby amendand supplement the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) onApril 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 filed on June 5, 2007, Amendment No. 4 thereto filed on June 20, 2007, as amended and restated by Amendment No. 5 thereto filedon 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, as amended by Amendment No. 8 thereto filed on June 2, 2008, as amended by Amendment No. 9 thereto filed on July 3, 2008, as amendedby Amendment No. 10 thereto filed on June 23, 2010, as amended by Amendment No. 11 thereto filed on October 14, 2010, as amended by AmendmentNo. 12 thereto filed on November 8, 2011, as amended by Amendment No. 13 thereto filed on January 5, 2012, as amended by Amendment No.14 thereto filed on March 12, 2012, as amended by Amendment No. 15 thereto filed on August 29, 2019, as amended by Amendment No. 16 theretofiled on July 31, 2020, as amended by Amendment No. 17 thereto filed on June 4, 2021, as amended by Amendment No. 18 thereto filed onDecember 16, 2021, as amended by Amendment No. 19 thereto filed on June 8, 2022, as amended by Amendment No. 20 thereto filed on June23, 2022, and as amended by Amendment No. 21 thereto filed on October 31, 2023 (the “Schedule 13D”) with respect to,among other things, the Reporting Persons’ beneficial ownership of series B shares (“Series B Shares”) (includingSeries 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 (sociedad anónima bursátil de capital variable)(the “Company”), organized under the laws of the United Mexican States (“Mexico”). According toits public filings with the Commission, the Company, through its subsidiaries, operates airports in the southeastern region of Mexico.Defined terms used but not defined herein shall have the respective meanings given to such terms 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 2,983,566 Sharesfor a sum of around Ps. 1.4 billion pursuant to negotiated transactions in the market with a mixture of cash on hand and lines of creditfrom commercial banks.
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 transactions in Shares were effected by the Reporting Persons since the most recent filing of Schedule 13D on October 31, 2023.
| Date | Amount
of Securities | Price per Share
(Mexican Pesos) | Where and
How Effected |
| 30-Oct-23 | 489,117.00 | $384.82 | Open Market |
| 31-Oct-23 | 192,617.00 | $388.41 | Open Market |
| 1-Nov-23 | 415,619.00 | $394.18 | Open Market |
| 1-Nov-23 | 381,749.00 | $408.10 | Open Market |
| 4-Nov-24 | 323,742.00 | $529.94 | Open Market |
| 5-Nov-24 | 88,032.00 | $529.91 | Open Market |
| 6-Nov-24 | 108,500.00 | $528.14 | Open Market |
| 7-Nov-24 | 35,019.00 | $529.99 | Open Market |
| 11-Nov-24 | 1,665.00 | $529.99 | Open Market |
| 13-Nov-24 | 3,111.00 | $529.99 | Open Market |
| 15-Nov-24 | 78,577.00 | $529.95 | Open Market |
| 15-Nov-24 | 865,818.00 | $539.00 | Open Market |
| CUSIP No. 40051E202 | Page 5 of 5 |
SIGNATURE
After reasonable inquiry and to the best of my knowledgeand belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: November 20, 2024
| 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 | |
