SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13
d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
LATAM Airlines Group S.A.
(Translation of Registrant’s Name Into English)
Shares of Common Stock without par value
(Title of Class of Securities)
N/A
(CUSIP Number)
Carlos Vallette Gudenschwager
Costa Verde Aeronáutica S.A.
Presidente Riesco 5711, 20th floor, Las Condes, Santiago, Chile
Tel: (+56-2)-337-1350
José María Eyzaguirre Baeza
Claro & Cía.
Av. Apoquindo 3721, 13th floor, Las Condes, Santiago, Chile
Tel: (+56 2)-2367-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With copies to:
Jeffrey S. Lewis, Esq.
Chantal E. Kordula, Esq.
Adam J. Brenneman, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza, New York, NY 10006
Tel: (212) 225 2000
December 29, 2019
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report 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: ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-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 the subject class 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 not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject 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. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Costa Verde Aeronáutica S.A. | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
2
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Costa Verde Aeronáutica Tres SpA | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
3
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Inversiones Nueva Costa Verde Aeronáutica Ltda. | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
4
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Inversiones Nueva Costa Verde Aeronáutica Dos S.A. | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
5
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Costa Verde Aeronáutica SpA | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
6
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Inversiones Priesca Dos y Cía. Ltda. | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
7
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Inversiones Caravia Dos y Cía. Ltda. | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
8
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Inversiones El Fano Dos y Cía. Ltda. | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
9
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Inversiones La Espasa Dos y Cía. Ltda. | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
10
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Inversiones La Espasa Dos S.A. | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
11
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Inversiones Mineras del Cantábrico S.A. | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
12
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Inversiones Costa Verde Limitada y Compañía en Comandita por Acciones | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
13
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Inversiones Costa Verde Aeronáutica S.A. | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
14
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Inmobiliaria e Inversiones La Espasa Limitada | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
15
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Inmobiliaria e Inversiones Caravia Limitada | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
16
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Inmobiliaria e Inversiones Puerto Claro Limitada | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
17
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Inmobiliaria e Inversiones Priesca Limitada | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
18
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Inmobiliaria e Inversiones El Fano Limitada | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
19
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Inversiones Costa Verde S.A. | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
20
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Inversiones Costa Verde Limitada | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
21
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Inmobiliaria e Inversiones Colunga Limitada | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
22
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Inversiones del Cantábrico Limitada | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON CO | |||
23
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Juan José Cueto Plaza | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS PF; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
24
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Ignacio Javier Cueto Plaza | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS PF; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
25
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Enrique Miguel Cueto Plaza | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS PF; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
26
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
María Esperanza Cueto Plaza | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS PF; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
27
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Isidora Cueto Cazes | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS PF; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
28
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Felipe Jaime Cueto Ruiz-Tagle | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS PF; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
29
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
María Emilia Cueto Ruiz-Tagle | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS PF; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
30
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Andrea Raquel Cueto Ventura | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS PF; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
31
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Daniela Esperanza Cueto Ventura | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS PF; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
32
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Valentina Sara Cueto Ventura | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS PF; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
33
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Alejandra Sonia Cueto Ventura | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS PF; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
34
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Francisca María Cueto Ventura | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS PF; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
35
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Juan José Cueto Ventura | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS PF; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
36
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Pedro Cueto Sarquis | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS PF; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
37
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Juan Cueto Sarquis | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
38
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Antonia Cueto Sarquis | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS PF; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
39
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Manuela Cueto Sarquis | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS PF; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
40
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Fernanda Cueto Délano | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS PF; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
41
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Ignacio Cueto Délano | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS PF; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
42
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Javier Cueto Délano | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS PF; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
43
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Pablo Cueto Délano | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS PF; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
44
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
José Cueto Délano | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS PF; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
45
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
Nieves Isabel Alcaíno Cueto | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS PF; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
46
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
María Elisa Alcaíno Cueto | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS PF; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
47
| CUSIP No. N/A |
| 1 |
NAMES OF REPORTING PERSONS
María Esperanza Alcaíno Cueto | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS PF; OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |||
|
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 | ||
|
BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 130,165,390 | ||
|
EACH REPORTING PERSON |
9 |
SOLE DISPOSITIVE POWER 0 | ||
| WITH | 10 |
SHARED DISPOSITIVE POWER 130,165,390 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,165,390 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.46 | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
48
This Amendment No. 3 amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the United States Securities and Exchange Commission (the “SEC”) on March 19, 2010, as amended and supplemented by Amendment No. 1 thereto filed on January 18, 2011 and Amendment No. 2 thereto filed on October 23, 2019 (the “Schedule 13D”). All capitalized terms contained herein but not otherwise defined shall have the meanings given to such terms in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby supplemented by adding the following:
On September 26, 2019, LATAM Airlines Group S.A. (“LATAM”), a sociedad anónima organized under the laws of the Republic of Chile, entered into a certain framework agreement (the “Framework Agreement”) with Delta Air Lines, Inc. (“Delta”), a corporation organized under the laws of Delaware, related to, among other things, the formation of a proposed strategic alliance between LATAM and Delta.
On the terms and subject to the conditions set forth in the Framework Agreement, on November 27, 2019,
Delta launched a tender offer for 20% (and not more than 20%) of the issued and outstanding shares of LATAM, including shares represented by American Depositary Shares (collectively, the “Shares”), which expired on December 26, 2019 (the “Tender Offer”).
The Reporting Persons participated in the Tender Offer, offering to sell 169,248,377 Shares (representing 27.91% of the issued and outstanding Shares as of September 30, 2019, as reported by LATAM in its Report of Foreign Private Issuer on Form 6-K, submitted to the Securities and Exchange Commission on November 13, 2019). On December 29, 2019, the results of the Tender Offer were published in Chile in the online newspapers La Nación and El Líbero, confirming that Delta had accepted 39,082,987 Shares tendered by the Reporting Persons (representing 6.45% of the issued and outstanding Shares as of September 30, 2019). On January 3, 2020, Delta paid $625,327,792 (at a price equal to $16.00 per Share) to the Reporting Persons for the acquisition of the Shares tendered by the Reporting Persons and accepted by Delta.
After the sale of Shares described above, the Reporting Persons are the beneficial owners of 130,165,390 Shares (representing 21.46% of the issued and outstanding Shares as of September 30, 2019), and, subject to the restrictions under the Framework Agreement as described in Amendment No. 2 to this Schedule 13D filed on October 23, 2019, the Reporting Persons have shared power to vote or direct the vote of, and shared power to dispose of or direct the disposition of, all of such Shares.
Except as set forth above, none of the Reporting Persons has any plan or proposal which relates to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons reserve the right to do so.
49
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this filing, the Reporting Persons named below had the following beneficial ownership interests in the Shares.
Directly Owned(1) | Indirectly Owned(1) | Directly and Indirectly Owned(1) | ||||||||||||||||||||||
| Number | % of Class | Number | % of Class | Number | % of Class | |||||||||||||||||||
| Costa Verde Aeronáutica S.A.(2) | 67,878,651 | 11.19 | % | 54,510,848 | 8.99 | % | 122,389,499 | 20.18 | % | |||||||||||||||
| Costa Verde Aeronáutica Tres SpA | 27,148,493 | 4.48 | % | 0 | 0 | % | 27,148,493 | 4.48 | % | |||||||||||||||
| Costa Verde Aeronáutica SpA.. | 9,228,949 | 1.52 | % | 0 | 0 | % | 9,228,949 | 1.52 | % | |||||||||||||||
| Inversiones Nueva Costa Verde Aeronáutica Ltda. | 18,133,406 | 2.99 | % | 0 | 0 | % | 18,133,406 | 2.99 | % | |||||||||||||||
| Inversiones Nueva Costa Verde Aeronáutica Dos S.A. (3) | 0 | 0 | % | 9,228,949 | 1.52 | 9,228,949 | 1.52 | % | ||||||||||||||||
| Inversiones Caravia Dos y Cía. Ltda. | 2,732,803 | 0.45 | % | 0 | 0 | % | 2,732,803 | 0.45 | % | |||||||||||||||
| Inversiones Priesca Dos y Cía. Ltda. | 2,744,345 | 0.45 | % | 0 | 0 | % | 2,744,345 | 0.45 | % | |||||||||||||||
| Inversiones El Fano Dos y Cía. Ltda. | 2,080,000 | 0.34 | % | 0 | 0 | % | 2,080,000 | 0.34 | % | |||||||||||||||
| Inversiones La Espasa Dos y Cía. Ltda. | 193,883 | 0.03 | % | 0 | 0 | % | 193,883 | 0.03 | % | |||||||||||||||
| Inversiones La Espasa Dos S.A. | 24,860 | 0.00 | % | 0 | 0 | % | 24,860 | 0.00 | % | |||||||||||||||
| (1) | All share totals and percentages are based on 606,407,693 outstanding as of September 30, 2019, as reported by LATAM in its Report of Foreign Private Issuer on Form 6-K, submitted to the Securities and Exchange Commission on November 13, 2019. |
| (2) | Costa Verde Aeronáutica S.A. owns (i) 473,558,111 Shares of Inversiones Nueva Costa Verde Aeronáutica Dos S.A. (in the aggregate, representing 99.99% of the issued and outstanding shares of Inversiones Nueva Costa Verde Aeronáutica Dos S.A.), (ii) is the sole shareholder of Costa Verde Aeronáutica Tres SpA, and (iii) is the beneficiary of an economic interest in Inversiones Nueva Costa Verde Aeronáutica Ltda. (in the aggregate, representing 99.99% of the issued and outstanding equity interests of Inversiones Nueva Costa Verde Aeronáutica Ltda.). Consequently, Costa Verde Aeronáutica S.A. may be deemed to indirectly beneficially own 54,510,848 Shares. |
| (3) | Inversiones Nueva Costa Verde Aeronáutica Dos S.A. is the sole shareholder of Costa Verde Aeronáutica SpA. Consequently, Inversiones Nueva Costa Verde Aeronáutica Dos S.A. may be deemed to indirectly beneficially own 9,228,949 Shares. |
The Reporting Persons are the beneficial owners of 130,165,390 Shares (representing 21.46% of the issued and outstanding Shares as of September 30, 2019), and, subject to the restrictions under the Framework Agreement as described in Amendment No. 2 to this Schedule 13D filed on October 23, 2019, the Reporting Persons have shared power to vote or direct the vote of, and shared power to dispose of or direct the disposition of, all of such Shares.
(b) Except as set forth in this statement, no transactions in the Shares were effected by the Reporting Persons during the 60 day period ended January 8, 2020.
| Date | Amount of Securities Sold | Price per Share | Where and How Effected | |||||||||
| Costa Verde Aeronáutica S.A. | 29-Dic-19 | 20,380,999 | 16.00 | Tender Offer | ||||||||
| Costa Verde Aeronáutica Tres SpA | 29-Dic-19 | 8,151,507 | 16.00 | Tender Offer | ||||||||
| Costa Verde Aeronáutica SpA | 29-Dic-19 | 2,771,051 | 16.00 | Tender Offer | ||||||||
| Inversiones Nueva Costa Verde Aeronáutica Ltda. | 29-Dic-19 | 5,444,671 | 16.00 | Tender Offer | ||||||||
| Inversiones Caravia Dos y Cía. Ltda. | 29-Dic-19 | 820,541 | 16.00 | Tender Offer | ||||||||
| Inversiones Priesca Dos y Cía. Ltda. | 29-Dic-19 | 824,007 | 16.00 | Tender Offer | ||||||||
| Inversiones El Fano Dos y Cía. Ltda. | 29-Dic-19 | 624,553 | 16.00 | Tender Offer | ||||||||
| Inversiones La Espasa Dos y Cía. Ltda. | 29-Dic-19 | 58,214 | 16.00 | Tender Offer | ||||||||
| Inversiones La Espasa Dos S.A. | 29-Dic-19 | 7,464 | 16.00 | Tender Offer | ||||||||
50
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| JUAN JOSÉ CUETO PLAZA | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| January 8, 2020 | IGNACIO JAVIER CUETO PLAZA | |
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| ENRIQUE MIGUEL CUETO PLAZA | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| MARÍA ESPERANZA CUETO PLAZA | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| ISIDORA CUETO CAZES | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| FELIPE JAIME CUETO RUIZ-TAGLE | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| MARÍA EMILIA CUETO RUIZ-TAGLE | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| ANDREA RAQUEL CUETO VENTURA | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
51
| DANIELA ESPERANZA CUETO VENTURA | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| VALENTINA SARA CUETO VENTURA | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| ALEJANDRA SONIA CUETO VENTURA | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| FRANCISCA MARÍA CUETO VENTURA | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| JUAN JOSÉ CUETO VENTURA | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| MANUELA CUETO SARQUIS | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| PEDRO CUETO SARQUIS | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| JUAN CUETO SARQUIS | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| ANTONIA CUETO SARQUIS | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
52
| FERNANDA CUETO DÉLANO | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| IGNACIO CUETO DÉLANO | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| JAVIER CUETO DÉLANO | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| PABLO CUETO DÉLANO | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| JOSÉ CUETO DÉLANO | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| NIEVES ISABEL ALCAÍNO CUETO | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| MARÍA ELISA ALCAÍNO CUETO | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| MARÍA ESPERANZA ALCAÍNO CUETO | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| INVERSIONES MINERAS DEL CANTABRICO S.A. | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
53
| January 8, 2020 | COSTA VERDE AERONÁUTICA S.A. | |
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| January 8, 2020 | INVERSIONES COSTA VERDE LIMITADA Y COMPAÑÍA EN COMANDITA POR ACCIONES | |
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| INVERSIONES COSTA VERDE LIMITADA | ||
| January 8, 2020 | By: | /s/ Juan José Cueto Plaza |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| INVERSIONES COSTA VERDE AERONÁUTICA S.A. | ||
| January 8, 2020 | By: | /s/ Juan José Cueto Plaza |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| January 8, 2020 | INMOBILIARIA E INVERSIONES LA ESPASA LIMITADA | |
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| INMOBILIARIA E INVERSIONES CARAVIA LIMITADA | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| INMOBILIARIA E INVERSIONES PUERTO CLARO LIMITADA | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| INMOBILIARIA E INVERSIONES PRIESCA LIMITADA | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
54
| INMOBILIARIA E INVERSIONES EL FANO LIMITADA | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| INVERSIONES NUEVA COSTA VERDE AERONÁUTICA DOS S.A. | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| INVERSIONES COSTA VERDE S.A. | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| INMOBILIARIA E INVERSIONES COLUNGA LIMITADA | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| INVERSIONES DEL CANTABRICO LIMITADA | ||
| January 8, 2020 | ||
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| January 8, 2020 | COSTA VERDE AERONÁUTICA TRES SpA | |
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| January 8, 2020 | INVERSIONES NUEVA COSTA VERDE AERONÁUTICA LTDA. | |
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| January 8, 2020 | COSTA VERDE AERONÁUTICA SpA | |
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
55
| January 8, 2020 | INVERSIONES PRIESCA DOS Y CIA. LTDA. | |
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| January 8, 2020 | INVERSIONES CARAVIA DOS Y CIA. LTDA. | |
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| January 8, 2020 | INVERSIONES EL FANO DOS Y CIA. LTDA. | |
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| January 8, 2020 | INVERSIONES LA ESPASA DOS Y CIA. LTDA. | |
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
| January 8, 2020 | INVERSIONES LA ESPASA DOS S.A. | |
| By: | /s/ Juan José Cueto Plaza | |
| Name: Juan José Cueto Plaza | ||
| Title: Attorney-in-fact | ||
56