UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE
13D
Under the Securities Exchange Act of 1934
(Amendment No. 40)
América Móvil, S.A.B. de C.V. (the “Issuer”)
(Name of Issuer)
American Depositary Shares (“L Share ADSs”), each representing 20 Series L Shares (“L Shares”)
American Depositary Shares (“A Share ADSs”), each representing 20 Series A Shares (“A Shares”)
(Title of Class of Securities)
02364W105 for L Share ADSs1
02364W204 for A Share ADSs2
(CUSIP Number)
Raúl Humberto Zepeda Ruíz
Paseo de las Palmas No. 750-7
Colonia Lomas de Chapultepec,
México 11000, Distrito Federal
(5255) 5625-4900
(Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications)
February 18, 2016
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
(Continued on the following pages)
(Page 1 of 24 Pages)
1 CUSIP number is for the L Share ADSs only. No CUSIP number exists for the underlying L Shares since such shares are not traded in the United States.
2 CUSIP number is for the A Share ADSs only. No CUSIP number exists for the underlying A Shares since such shares are not traded in the United States.
| CUSIP
No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 2 of 24 Pages |
| 1 |
NAMES OF REPORTING PERSONS Carlos Slim Helú | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS AF (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES |
7 |
SOLE VOTING POWER 4,950,586,338 L Shares (See Item 5) | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER 34,980 A Shares and 11,425,254,656 L Shares (See Item 5) | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER 4,950,586,338 L Shares (See Item 5) | |
| WITH | 10 |
SHARED DISPOSITIVE POWER 34,980 A Shares and 11,425,254,656 L Shares (See Item 5) | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,980 A Shares and 16,375,875,974 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☒ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% of A Shares and 31.4% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON IN | ||
| CUSIP
No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 3 of 24 Pages |
| 1 |
NAMES OF REPORTING PERSONS Carlos Slim Domit | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS AF (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES |
7 |
SOLE VOTING POWER 2,213,920,468 L Shares (See Item 5) | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER 34,980 A Shares and 21,199,747,522 L Shares (See Item 5) | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER 2,213,920,468 L Shares (See Item 5) | |
| WITH | 10 |
SHARED DISPOSITIVE POWER 34,980 A Shares and 21,199,747,522 L Shares (See Item 5) | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,980 A Shares and 22,766,714,412 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☒ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% of A Shares and 43.7% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON IN | ||
| CUSIP
No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 4 of 24 Pages |
| 1 |
NAMES OF REPORTING PERSONS Marco Antonio Slim Domit | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS AF (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES |
7 |
SOLE VOTING POWER 2,216,241,246 L Shares (See Item 5) | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER 34,980 A Shares and 21,199,747,522 L Shares (See Item 5) | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER 2,216,241,246 L Shares (See Item 5) | |
| WITH | 10 |
SHARED DISPOSITIVE POWER 34,980 A Shares and 21,199,747,522 L Shares (See Item 5) | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,980 A Shares and 22,769,035,190 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☒ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% of A Shares and 43.7% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON IN | ||
| CUSIP
No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 5 of 24 Pages |
| 1 |
NAMES OF REPORTING PERSONS Patrick Slim Domit | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS AF (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES |
7 |
SOLE VOTING POWER 1,182,954,921 L Shares (See Item 5) | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER 34,980 A Shares and 21,199,747,522 L Shares (See Item 5) | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER 1,182,954,921 L Shares (See Item 5) | |
| WITH | 10 |
SHARED DISPOSITIVE POWER 34,980 A Shares and 21,199,747,522 L Shares (See Item 5) | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,980 A Shares and 22,059,243,144 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☒ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% of A Shares and 42.4% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON IN | ||
| CUSIP
No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 6 of 24 Pages |
| 1 |
NAMES OF REPORTING PERSONS María Soumaya Slim Domit | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS AF (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES |
7 |
SOLE VOTING POWER 756,193,592 L Shares (See Item 5) | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER 34,980 A Shares and 21,199,747,522 L Shares (See Item 5) | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER 756,193,592 L Shares (See Item 5) | |
| WITH | 10 |
SHARED DISPOSITIVE POWER 34,980 A Shares and 21,199,747,522 L Shares (See Item 5) | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,980 A Shares and 21,955,966,100 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☒ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% of A Shares and 42.2% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON IN | ||
| CUSIP
No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 7 of 24 Pages |
| 1 |
NAMES OF REPORTING PERSONS Vanessa Paola Slim Domit | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS AF (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES |
7 |
SOLE VOTING POWER 891,695,928 L Shares (See Item 5) | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER 34,980 A Shares and 21,199,747,522 L Shares (See Item 5) | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER 891,695,928 L Shares (See Item 5) | |
| WITH | 10 |
SHARED DISPOSITIVE POWER 34,980 A Shares and 21,199,747,522 L Shares (See Item 5) | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,980 A Shares and 22,068,668,436 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☒ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% of A Shares and 42.4% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON IN | ||
| CUSIP
No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 8 of 24 Pages |
| 1 |
NAMES OF REPORTING PERSONS Johanna Monique Slim Domit | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS AF (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES |
7 |
SOLE VOTING POWER 917,057,873 L Shares (See Item 5) | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER 34,980 A Shares and 21,199,747,522 L Shares (See Item 5) | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER 917,057,873 L Shares (See Item 5) | |
| WITH | 10 |
SHARED DISPOSITIVE POWER 34,980 A Shares and 21,199,747,522 L Shares (See Item 5) | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,980 A Shares and 22,077,441,433 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☒ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% of A Shares and 42.4% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON IN | ||
| CUSIP
No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 9 of 24 Pages |
| 1 |
NAMES OF REPORTING PERSONS Grupo Financiero Inbursa, S.A.B. de C.V. (“GFI”) | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS WC and AF (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES |
7 |
SOLE VOTING POWER -0- | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER 34,980 A Shares and 1,107,791,911 L Shares (See Item 5) | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER -0- | |
| WITH | 10 |
SHARED DISPOSITIVE POWER 34,980 A Shares and 1,107,791,911 L Shares (See Item 5) | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,980 A Shares and 1,107,791,911 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% of A Shares and 2.1% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON HC | ||
| CUSIP
No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 10 of 24 Pages |
| 1 |
NAMES OF REPORTING PERSONS Inversora Carso, S.A. de C.V., formerly known as Inmobiliaria Carso, S.A. de C.V. (“Inversora Carso”) | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS WC (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES |
7 |
SOLE VOTING POWER -0- | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER 10,317,462,745 L Shares (See Item 5) | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER -0- | |
| WITH | 10 |
SHARED DISPOSITIVE POWER 10,317,462,745 L Shares (See Item 5) | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,317,462,745 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.8% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON CO | ||
| CUSIP
No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 11 of 24 Pages |
| 1 |
NAMES OF REPORTING PERSONS Trust No. F/0008 (the “Telmex Trust”) | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS WC (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES |
7 |
SOLE VOTING POWER 1,575,020,356 L Shares (See Item 5) | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER -0- | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER 1,575,020,356 L Shares (See Item 5) | |
| WITH | 10 |
SHARED DISPOSITIVE POWER -0- | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,575,020,356 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON EP | ||
| CUSIP
No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 12 of 24 Pages |
| 1 |
NAMES OF REPORTING PERSONS Trust No. F/0395 (the “Telnor Trust”) | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS WC (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES |
7 |
SOLE VOTING POWER 40,763,440 L Shares (See Item 5) | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER -0- | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER 40,763,440 L Shares (See Item 5) | |
| WITH | 10 |
SHARED DISPOSITIVE POWER -0- | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,763,440 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON EP | ||
| CUSIP
No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 13 of 24 Pages |
| 1 |
NAMES OF REPORTING PERSONS Fundación Telmex, A.C. (“Fundación Telmex”) | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS WC (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES |
7 |
SOLE VOTING POWER 168,049,532 L Shares (See Item 5) | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER -0- | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER 168,049,532 L Shares (See Item 5) | |
| WITH | 10 |
SHARED DISPOSITIVE POWER -0- | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 168,049,532 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON PN | ||
| CUSIP
No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 14 of 24 Pages |
| 1 |
NAMES OF REPORTING PERSONS Fundación Carlos Slim, A.C., formerly known as Fundación Carso, A.C. (“Fundación Carlos Slim” ) | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS WC (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES |
7 |
SOLE VOTING POWER 374,514,518 L Shares (See Item 5) | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER -0- | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER 374,514,518 L Shares (See Item 5) | |
| WITH | 10 |
SHARED DISPOSITIVE POWER -0- | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 374,514,518 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON PN | ||
| CUSIP
No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 15 of 24 Pages |
| 1 |
NAMES OF REPORTING PERSONS Instituto Carlos Slim de la Salud, A.C., formerly known as Instituto Carso Salud, A.C. (“Instituto Carlos Slim de la Salud”) | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS WC (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES |
7 |
SOLE VOTING POWER 38,693,200 L Shares (See Item 5) | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER -0- | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER 38,693,200 L Shares (See Item 5) | |
| WITH | 10 |
SHARED DISPOSITIVE POWER -0- | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,693,200 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON PN | ||
| CUSIP
No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 16 of 24 Pages |
| 1 |
NAMES OF REPORTING PERSONS Trust No. F/0126 (the “Control Trust”) | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS WC (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES |
7 |
SOLE VOTING POWER 16,205,962,674 L Shares (See Item 5) | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER -0- | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER 16,205,962,674 L Shares (See Item 5) | |
| WITH | 10 |
SHARED DISPOSITIVE POWER -0- | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,205,962,674 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.1% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON OO | ||
| CUSIP
No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 17 of 24 Pages |
Item 1. Security and Issuer.
This Amendment No. 40 (the “Fortieth Amendment”) amends the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on March 8, 2001, as subsequently amended (the “Schedule 13D”), by the Reporting Persons (as defined below), with respect to the American Depositary Shares (“L Share ADSs”), each representing 20 Series L Shares (“L Shares”), and the American Depositary Shares (“A Share ADSs”), each representing 20 Series A Shares (“A Shares”), of América Móvil, S.A.B. de C.V. (the “Issuer” or “AMX”). Capitalized terms used but not otherwise defined in this Fortieth Amendment have the meanings ascribed to such terms in the Schedule 13D, as amended.
Item 3. Source and Amount of Funds or Other Consideration.
Following the filing of Amendment No. 39 to the Schedule 13D filed with the Commission on December 10, 2016 (the “Thirty-Ninth Amendment”), and for the period from November 13, 2015 to February 26, 2016, the Reporting Persons acquired L Shares pursuant to the following purchases:
| · | Inversora Carso purchased, directly and through its subsidiaries, 348,962,881 L Shares for an aggregate purchase price of $209,216,045. The funds were obtained from the working capital of Inversora Carso. |
| · | GFI purchased, directly and through its subsidiaries, 50,084 L Shares for an aggregate purchase price of $35,583. The funds were obtained from the working capital of certain mutual funds and pension funds controlled by GFI. |
| · | Telmex Trust purchased 8 L Shares for an aggregate purchase price of $6.10. The funds were obtained from the working capital of Telmex Trust. |
| · | Telnor Trust purchased 10 L Shares for and aggregate purchase price of $7.60. The funds were obtained from the working capital of Telnor Trust. |
| · | Fundación Carlos Slim purchased 8 L Shares for an aggregate purchase price of $6.10. The funds were obtained from the working capital of Fundación Carlos Slim. |
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons have the following interests in A Shares and L Shares:
| CUSIP
No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 18 of 24 Pages |
| A Shares(1) | L Shares(1) | |||||||
| Number | % of Class | Number | % of Class | |||||
| Carlos Slim Helú(3) | 34,980 | 0.0% | 16,375,875,974 | 31.4% | ||||
| Carlos Slim Domit(4) | 34,980 | 0.0% | 22,766,714,412 | 43.7% | ||||
| Marco Antonio Slim Domit(5) | 34,980 | 0.0% | 22,769,035,190 | 43.7% | ||||
| Patrick Slim Domit(6) | 34,980 | 0.0% | 22,059,243,144 | 42.4% | ||||
| María Soumaya Slim Domit(7) | 34,980 | 0.0% | 21,955,966,100 | 42.2% | ||||
| Vanessa Paola Slim Domit(8) | 34,980 | 0.0% | 22,068,668,436 | 42.4% | ||||
| Johanna Monique Slim Domit(9) | 34,980 | 0.0% | 22,077,441,433 | 42.4% | ||||
| GFI(10) | 34,980 | 0.0% | 1,107,791,911 | 2.1% | ||||
| Inversora Carso(11) | - | 0.0% | 10,317,462,745 | 19.8% | ||||
| Telmex Trust(12) | - | 0.0% | 1,575,020,356 | 3.0% | ||||
| Telnor Trust(12) | - | 0.0% | 40,763,440 | 0.1% | ||||
| Fundación Telmex(12) | - | 0.0% | 168,049,532 | 0.3% | ||||
| Fundación Carlos Slim(12) | - | 0.0% | 374,514,518 | 0.7% | ||||
| Instituto Carlos Slim de la Salud(12) | - | 0.0% | 38,693,200 | 0.1% | ||||
| Control Trust(13) | - | 0.0% | 16,205,962,674 | 31.1% | ||||
| (1) | Based upon 617,965,115 A Shares outstanding as of February 26, 2016, as reported by the Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A.B. de C.V.). Includes A Shares held in the form of A Share ADSs. |
| (2) | Based upon 41,881,302,225 L Shares outstanding as of February 26, 2016 as reported by the Mexican Stock Exchange. Includes L Shares held in the form of L Share ADSs. L Share totals and percentages assume that all of the A Shares and 10,207,852,660 AA Shares (which is the maximum number of AA Shares that can be converted to L Shares) held by the relevant Reporting Persons have been converted into L Shares in accordance with the restrictions set forth in Item 4 of Amendment No. 24 to the Schedule 13D filed with the Commission on July 15, 2011. |
| (3) | Includes 4,950,586,338 L Shares (assuming conversion, to the extent permitted in accordance with the restrictions set forth in Item 4 of the Schedule 13D, of 1,878,746,745 AA Shares) owned directly by Carlos Slim Helú and shares owned by GFI and Inversora Carso. |
| (4) | Includes 2,213,920,468 L Shares (assuming conversion, to the extent permitted in accordance with the restrictions set forth in Item 4 of the Schedule 13D, of 646,988,558 AA Shares) owned directly by Carlos Slim Domit and shares owned by the Control Trust, GFI and Inversora Carso. |
| (5) | Includes 2,216,241,246 L Shares (assuming conversion, to the extent permitted in accordance with the restrictions set forth in Item 4 of the Schedule 13D, of 646,988,558 AA Shares) owned directly by Marco Antonio Slim Domit and shares owned by the Control Trust, GFI and Inversora Carso. |
| (6) | Includes 1,182,954,921 L Shares (assuming conversion, to the extent permitted in accordance with the restrictions set forth in Item 4 of the Schedule 13D, of 323,494,279 AA Shares) owned directly by Patrick Slim Domit and shares owned by the Control Trust, GFI and Inversora Carso. |
| (7) | Includes 756,193,592 L Shares (assuming conversion, to the extent permitted in accordance with the restrictions set forth in Item 4 of the Schedule 13D, of 9,994 AA Shares) owned directly by María Soumaya Slim Domit and shares owned by the Control Trust, GFI and Inversora Carso. |
| (8) | Includes 891,695,928 L Shares (assuming conversion, to the extent permitted in accordance with the restrictions set forth in Item 4 of the Schedule 13D, of 22,809,994 AA Shares) owned directly by Vanessa Paola Slim Domit and jointly with her spouse. |
| (9) | Includes 917,057,873 L Shares (assuming conversion, to the extent permitted in accordance with the restrictions set forth in Item 4 of the Schedule 13D, of 39,398,942 AA Shares) owned directly by Johanna Monique Slim Domit and jointly with her spouse. |
| (10) | Includes shares owned by trusts managed by GFI for the benefit of employees of entities controlled by the Slim Family. |
| (11) | Includes shares owned by subsidiaries of Inversora Carso. Inversora Carso was formerly known as Inmobiliaria Carso S.A. de C.V. |
| CUSIP
No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 19 of 24 Pages |
| (12) | Shares disclaimed by the Slim Family. |
| (13) | Includes 5,998,110,014 L Shares and 10,207,852,660 AA Shares, which are assumed to have been converted in accordance with the restrictions set forth in Item 4 of the Schedule 13D, held for the benefit of the Slim Family. |
(b) Because members of the Slim Family beneficially own a majority of the outstanding voting equity securities of AMX, GFI and Inversora Carso, members of the Slim Family may be deemed to share the power to vote or dispose of, or to direct the voting or disposition of, any A Shares or L Shares owned by such persons (including those beneficially owned by the Telmex Trust, the Telnor Trust, Fundación Telmex, Fundación Carlos Slim and Instituto Carlos Slim de la Salud). Because a board, or in the case of the trusts, a technical committee, the majority of whose members are members or designees of members of the Slim Family or employees of one of the Reporting Persons that may be deemed to be controlled by the Slim Family, makes investment decisions for each of Fundación Telmex, Fundación Carlos Slim, Instituto Carlos Slim de la Salud, the Telmex Trust, the Telnor Trust and the Control Trust, members of the Slim Family may be deemed to share the power to vote or dispose of, or to direct the voting or disposition of, any A Shares or L Shares owned by Fundación Telmex, Fundación Carlos Slim, Instituto Carlos Slim de la Salud, the Telmex Trust, the Telnor Trust and the Control Trust. Except as otherwise disclosed herein, none of the Reporting Persons shares voting or disposition power with respect to any of the A Shares or L Shares owned by the Reporting Persons.
(c) All transactions in A Shares and L Shares effected by the Reporting Persons during the period beginning 60 days prior to the event which requires the filing of this statement are listed in Schedule II.
(d) Because members of the Slim Family beneficially own a majority of the outstanding voting equity securities of GFI and Inversora Carso, such members of the Slim Family may be deemed to have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, any A Shares or L Shares owned by such persons. Because a board, or in the case of the trusts, a technical committee, the majority of whose members are members or designees of members of the Slim Family or employees of one of the Reporting Persons that may be deemed to be controlled by the Slim Family, makes investment decisions for each of Fundación Telmex, Fundación Carlos Slim, Instituto Carlos Slim de la Salud, the Telmex Trust, the Telnor Trust and the Control Trust, members of the Slim Family may be deemed to have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, any A Shares or L Shares owned by Fundación Telmex, Fundación Carlos Slim, Instituto Carlos Slim de la Salud, the Telmex Trust, the Telnor Trust and the Control Trust. Except as otherwise disclosed herein, no person other than the Reporting Persons has or will have any right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, any A Shares or L Shares owned by the Reporting Persons.
(e) Not applicable.
| CUSIP
No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 20 of 24 Pages |
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
On January 25, 2016 and February 25, 2016, Inversora Carso entered into certain secured credit agreements with Banco Santander, S.A. (“Santander”), pursuant to which Inversora Carso is entitled to borrow an aggregate amount of up to €230,000,000. Under the terms of these credit agreements, Inversora Carso has agreed to pledge and grant a security interest in certain collateral, which includes 396,160,288 L Shares, in favor of Santander as security for the borrowed amount.
On February 25, 2016, Control Empresarial de Capitales, S.A. de C.V. (“Control Empresarial”), a subsidiary of Inversora Carso, entered into a secured credit agreement with Santander, pursuant to which Control Empresarial is entitled to borrow an aggregate of up to €130,000,000. Under the terms of this credit agreement, Control Empresarial has agreed to pledge and grant a security interest in certain collateral, which includes 221,127,494 L Shares, in favor of Santander as security for the borrowed amount.
On March 11, 2015, Control Empresarial entered into a Margin Loan Agreement with HSBC Bank PLC (“HSBC”) and related security documents (collectively, and as amended, the “HSBC Loan Documents”). The HSBC Loan Documents were amended on March 31, 2015 to include Inversora Carso as an additional borrower. Pursuant to the HSBC Loan Documents, Control Empresarial is entitled to borrow up to €300,000,000 and Inversora Carso is entitled to borrow up to €150,000,000 (collectively, the “HSBC Borrowed Amount”). Under the terms of the HSBC Loan Documents, Control Empresarial and Inversora Carso have agreed to pledge and grant, in favor of HSBC, a security interest in certain collateral (the “HSBC Pledged Shares”), the value of which must be 150% of the HSBC Borrowed Amount. As of October 27, 2015, the HSBC Pledged Shares were comprised of 544,470,143 of Control Empresarial’s L Shares and 654,826,541 of Inversora Carso’s L Shares, which are currently pledged in favor of HSBC as security for the HSBC Borrowed Amount.
On December 11, 2014, Control Empresarial entered into a Loan Agreement with Caixabank, S.A. (“Caixabank”) and related security documents (collectively, the “Caixabank Loan Documents”), pursuant to which Control Empresarial is entitled to borrow up to €350,000,000 (the “Caixabank Borrowed Amount”). Under the terms of the Caixabank Loan Documents, Control Empresarial and Inversora Carso, as guarantor, have agreed to pledge and grant a security interest in certain collateral, which includes 596,097,178 L Shares, in favor of Caixabank as security for the Caixabank Borrowed Amount.
Other than as set forth above, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between such persons and any person with respect to A Shares or L Shares.
Item 7. Material to be Filed as Exhibits.
The Powers of Attorney for the members of the Slim Family, GFI and Inversora Carso, each filed as an exhibit to the Schedule 13G filed by the Reporting Persons with the Commission on February 14, 2014 in respect of their ownership in equity shares of YPF Sociedad Anónima and for the Telmex Trust, the Telnor Trust, Fundación Telmex, Fundación Carlos Slim, Instituto
| CUSIP
No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 21 of 24 Pages |
Carlos Slim de la Salud and the Control Trust each filed as an exhibit to the Thirty-Fourth Amendment are all hereby incorporated herein by reference.
| CUSIP
No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 22 of 24 Pages |
SIGNATURE
After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Carlos Slim Helú | |
| Carlos Slim Domit | By: /s/ Javier Foncerrada Izquierdo |
| Javier Foncerrada Izquierdo | |
| Marco Antonio Slim Domit | Attorney-in-Fact |
| March 15, 2016 | |
| Patrick Slim Domit | |
| María Soumaya Slim Domit | |
| Vanessa Paola Slim Domit | |
| Johanna Monique Slim Domit | |
| INMOBILIARIA CARSO, S.A. DE C.V. | |
| By: Javier Foncerrada Izquierdo | |
| Title: Attorney-in-Fact | |
| CUSIP
No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 23 of 24 Pages |
| GRUPO FINANCIERO INBURSA, S.A.B. DE C.V. |
|
| By: Javier Foncerrada Izquierdo | |
| Title: Attorney-in-Fact | |
| BANCO INBURSA S.A., INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO INBURSA, DIVISION FIDUCIARIA, AS TRUSTEE OF TRUST NO. F/0008 |
|
| By: Javier Foncerrada Izquierdo | |
| Title: Attorney-in-Fact | |
| BANCO INBURSA S.A., INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO INBURSA, DIVISION FIDUCIARIA, AS TRUSTEE OF TRUST NO. F/0395 |
|
| By: Javier Foncerrada Izquierdo | |
| Title: Attorney-in-Fact | |
| FUNDACIÓN TELMEX, A.C. | |
| By: Javier Foncerrada Izquierdo | |
| Title: Attorney-in-Fact | |
| FUNDACIÓN CARLOS SLIM, A.C. | |
| By: Javier Foncerrada Izquierdo | |
| Title: Attorney-in-Fact | |
| INSTITUTO CARLOS SLIM DE LA SALUD, A.C. | |
| By: Javier Foncerrada Izquierdo | |
| Title: Attorney-in-Fact | |
| CUSIP
No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 24 of 24 Pages |
|
BANCO INBURSA S.A., |
|
| By: Javier Foncerrada Izquierdo | |
| Title: Attorney-in-Fact |
SCHEDULE II
For the period beginning 60 days prior to the event which requires the filing of this statement, the Reporting Persons set forth below effected the following transactions in L Shares on the Mexican Stock Exchange. The prices below reflect the price paid (in US$ based upon the Exchange Rate published by the Banco de México on the trade date) by the purchasers per L Share on the relevant trade date.
L Shares
| Type of | Number of | Price per Share | ||
| Reporting Person | Transaction | Trade Date | L Shares | US Dollars |
| GFI | Purchase | 12/21/15 | 50,000 | 0.71 |
| Inversora Carso | Purchase | 12/21/15 | 50,000 | 0.74 |
| Inversora Carso | Purchase | 12/21/15 | 100,000 | 0.74 |
| Inversora Carso | Purchase | 12/21/15 | 309,571 | 0.74 |
| Inversora Carso | Purchase | 12/21/15 | 100,000 | 0.74 |
| Inversora Carso | Purchase | 12/21/15 | 171,227 | 0.74 |
| Inversora Carso | Purchase | 12/21/15 | 63,134 | 0.74 |
| Inversora Carso | Purchase | 12/21/15 | 156,648 | 0.74 |
| Inversora Carso | Purchase | 12/21/15 | 99,735 | 0.74 |
| Inversora Carso | Purchase | 12/21/15 | 50,000 | 0.74 |
| Inversora Carso | Purchase | 12/21/15 | 211,962 | 0.74 |
| Inversora Carso | Purchase | 12/21/15 | 299,685 | 0.75 |
| Inversora Carso | Purchase | 12/21/15 | 200,000 | 0.75 |
| Inversora Carso | Purchase | 12/21/15 | 150,000 | 0.75 |
| Inversora Carso | Purchase | 12/21/15 | 172,343 | 0.75 |
| Inversora Carso | Purchase | 12/21/15 | 111,457 | 0.75 |
| Inversora Carso | Purchase | 12/21/15 | 342,742 | 0.75 |
| Inversora Carso | Purchase | 12/21/15 | 238,543 | 0.75 |
| Inversora Carso | Purchase | 12/21/15 | 120,784 | 0.75 |
| Inversora Carso | Purchase | 12/21/15 | 52,169 | 0.75 |
| Inversora Carso | Purchase | 12/22/15 | 20,000 | 0.73 |
| Inversora Carso | Purchase | 12/22/15 | 20,000 | 0.73 |
| Inversora Carso | Purchase | 12/22/15 | 40,000 | 0.73 |
| Inversora Carso | Purchase | 12/22/15 | 49,210 | 0.73 |
| Inversora Carso | Purchase | 12/22/15 | 90,000 | 0.73 |
| Inversora Carso | Purchase | 12/22/15 | 60,790 | 0.73 |
| Inversora Carso | Purchase | 12/22/15 | 160,000 | 0.73 |
| Inversora Carso | Purchase | 12/22/15 | 121,900 | 0.73 |
| Inversora Carso | Purchase | 12/22/15 | 50,000 | 0.73 |
| Inversora Carso | Purchase | 12/22/15 | 70,113 | 0.73 |
| Inversora Carso | Purchase | 12/22/15 | 106,446 | 0.73 |
| Inversora Carso | Purchase | 12/22/15 | 68,912 | 0.73 |
| Inversora Carso | Purchase | 12/22/15 | 103,872 | 0.73 |
| Inversora Carso | Purchase | 12/22/15 | 716,278 | 0.73 |
| Inversora Carso | Purchase | 12/22/15 | 131,704 | 0.73 |
| Inversora Carso | Purchase | 12/22/15 | 178,353 | 0.73 |
| Inversora Carso | Purchase | 12/22/15 | 113,199 | 0.73 |
| Inversora Carso | Purchase | 12/22/15 | 100,000 | 0.74 |
| Inversora Carso | Purchase | 12/22/15 | 50,000 | 0.74 |
| Inversora Carso | Purchase | 12/22/15 | 100,000 | 0.74 |
| Inversora Carso | Purchase | 12/22/15 | 87,853 | 0.74 |
| Inversora Carso | Purchase | 12/22/15 | 110,340 | 0.74 |
| Inversora Carso | Purchase | 12/22/15 | 136,370 | 0.74 |
| Inversora Carso | Purchase | 12/22/15 | 108,026 | 0.74 |
| Inversora Carso | Purchase | 12/22/15 | 25,000 | 0.74 |
| Inversora Carso | Purchase | 12/22/15 | 95,177 | 0.74 |
| Inversora Carso | Purchase | 12/22/15 | 50,000 | 0.74 |
| Inversora Carso | Purchase | 12/22/15 | 25,000 | 0.74 |
| Inversora Carso | Purchase | 12/22/15 | 11,457 | 0.74 |
| Inversora Carso | Purchase | 12/23/15 | 3,848 | 0.72 |
| Inversora Carso | Purchase | 12/23/15 | 69,211 | 0.72 |
| Inversora Carso | Purchase | 12/23/15 | 500,000 | 0.72 |
| Inversora Carso | Purchase | 12/23/15 | 36,152 | 0.72 |
| Inversora Carso | Purchase | 12/23/15 | 70,789 | 0.72 |
| Inversora Carso | Purchase | 12/23/15 | 20,000 | 0.72 |
| Inversora Carso | Purchase | 12/23/15 | 556,836 | 0.72 |
| Inversora Carso | Purchase | 12/23/15 | 500,000 | 0.73 |
| Inversora Carso | Purchase | 12/23/15 | 541,447 | 0.73 |
| Inversora Carso | Purchase | 12/23/15 | 401,717 | 0.73 |
| Inversora Carso | Purchase | 12/23/15 | 160,000 | 0.73 |
| Inversora Carso | Purchase | 12/23/15 | 140,000 | 0.73 |
| Inversora Carso | Purchase | 12/24/15 | 270,002 | 0.72 |
| Inversora Carso | Purchase | 12/24/15 | 50,000 | 0.72 |
| Inversora Carso | Purchase | 12/24/15 | 150,000 | 0.72 |
| Inversora Carso | Purchase | 12/24/15 | 110,652 | 0.72 |
| Inversora Carso | Purchase | 12/24/15 | 89,998 | 0.72 |
| Inversora Carso | Purchase | 12/24/15 | 329,348 | 0.72 |
| Inversora Carso | Purchase | 12/28/15 | 100,000 | 0.71 |
| Inversora Carso | Purchase | 12/28/15 | 297,000 | 0.71 |
| Inversora Carso | Purchase | 12/28/15 | 474,089 | 0.71 |
| Inversora Carso | Purchase | 12/28/15 | 600,000 | 0.71 |
| Inversora Carso | Purchase | 12/28/15 | 328,911 | 0.71 |
| Inversora Carso | Purchase | 12/28/15 | 100,000 | 0.71 |
| Inversora Carso | Purchase | 12/28/15 | 100,000 | 0.71 |
| Inversora Carso | Purchase | 12/28/15 | 2,400,000 | 0.71 |
| Inversora Carso | Purchase | 12/28/15 | 600,000 | 0.72 |
| Inversora Carso | Purchase | 12/29/15 | 43,300 | 0.72 |
| Inversora Carso | Purchase | 12/29/15 | 400,000 | 0.72 |
| Inversora Carso | Purchase | 12/29/15 | 1,000,000 | 0.72 |
| Inversora Carso | Purchase | 12/29/15 | 556,700 | 0.72 |
| Inversora Carso | Purchase | 12/29/15 | 209,200 | 0.72 |
| Inversora Carso | Purchase | 12/29/15 | 544,876 | 0.72 |
| Inversora Carso | Purchase | 12/29/15 | 268,760 | 0.72 |
| Inversora Carso | Purchase | 12/29/15 | 586,800 | 0.72 |
| Inversora Carso | Purchase | 12/29/15 | 186,364 | 0.72 |
| Inversora Carso | Purchase | 12/29/15 | 407,900 | 0.73 |
| Inversora Carso | Purchase | 12/29/15 | 82,350 | 0.73 |
| Inversora Carso | Purchase | 12/29/15 | 154,029 | 0.73 |
| Inversora Carso | Purchase | 12/29/15 | 1,165,955 | 0.73 |
| Inversora Carso | Purchase | 12/29/15 | 754,132 | 0.73 |
| Inversora Carso | Purchase | 12/29/15 | 639,634 | 0.73 |
| Inversora Carso | Purchase | 12/30/15 | 100,000 | 0.72 |
| Inversora Carso | Purchase | 12/30/15 | 900,000 | 0.72 |
| Inversora Carso | Purchase | 12/30/15 | 200,000 | 0.73 |
| Inversora Carso | Purchase | 12/30/15 | 1,000,000 | 0.73 |
| Inversora Carso | Purchase | 12/30/15 | 993,587 | 0.73 |
| Inversora Carso | Purchase | 12/30/15 | 249,120 | 0.73 |
| Inversora Carso | Purchase | 12/30/15 | 1,006,413 | 0.73 |
| Inversora Carso | Purchase | 12/30/15 | 578,169 | 0.73 |
| Inversora Carso | Purchase | 12/30/15 | 1,064,485 | 0.73 |
| Inversora Carso | Purchase | 12/30/15 | 474,500 | 0.73 |
| Inversora Carso | Purchase | 12/30/15 | 433,726 | 0.73 |
| Inversora Carso | Purchase | 12/31/15 | 200,000 | 0.71 |
| Inversora Carso | Purchase | 12/31/15 | 1,500 | 0.71 |
| Inversora Carso | Purchase | 12/31/15 | 1,100 | 0.71 |
| Inversora Carso | Purchase | 12/31/15 | 71,524 | 0.71 |
| Inversora Carso | Purchase | 12/31/15 | 425,876 | 0.71 |
| Inversora Carso | Purchase | 12/31/15 | 1,066,976 | 0.71 |
| Inversora Carso | Purchase | 12/31/15 | 3,756,726 | 0.71 |
| Inversora Carso | Purchase | 12/31/15 | 600,000 | 0.71 |
| Inversora Carso | Purchase | 12/31/15 | 400,000 | 0.71 |
| Inversora Carso | Purchase | 12/31/15 | 200,000 | 0.71 |
| Inversora Carso | Purchase | 12/31/15 | 276,298 | 0.71 |
| Inversora Carso | Purchase | 01/04/16 | 75,000 | 0.68 |
| Inversora Carso | Purchase | 01/04/16 | 150,000 | 0.68 |
| Inversora Carso | Purchase | 01/04/16 | 25,000 | 0.68 |
| Inversora Carso | Purchase | 01/04/16 | 75,000 | 0.68 |
| Inversora Carso | Purchase | 01/04/16 | 25,000 | 0.69 |
| Inversora Carso | Purchase | 01/04/16 | 75,000 | 0.69 |
| Inversora Carso | Purchase | 01/04/16 | 200,000 | 0.69 |
| Inversora Carso | Purchase | 01/04/16 | 75,000 | 0.69 |
| Inversora Carso | Purchase | 01/04/16 | 125,000 | 0.69 |
| Inversora Carso | Purchase | 01/04/16 | 14,325 | 0.69 |
| Inversora Carso | Purchase | 01/04/16 | 25,000 | 0.69 |
| Inversora Carso | Purchase | 01/04/16 | 116,632 | 0.69 |
| Inversora Carso | Purchase | 01/04/16 | 135,382 | 0.69 |
| Inversora Carso | Purchase | 01/04/16 | 119,043 | 0.69 |
| Inversora Carso | Purchase | 01/04/16 | 226,303 | 0.69 |
| Inversora Carso | Purchase | 01/04/16 | 340,627 | 0.69 |
| Inversora Carso | Purchase | 01/04/16 | 400,149 | 0.69 |
| Inversora Carso | Purchase | 01/04/16 | 358,661 | 0.69 |
| Inversora Carso | Purchase | 01/04/16 | 320,314 | 0.69 |
| Inversora Carso | Purchase | 01/04/16 | 118,564 | 0.69 |
| Inversora Carso | Purchase | 01/05/16 | 50,000 | 0.68 |
| Inversora Carso | Purchase | 01/05/16 | 200,000 | 0.68 |
| Inversora Carso | Purchase | 01/05/16 | 300,000 | 0.69 |
| Inversora Carso | Purchase | 01/05/16 | 278,155 | 0.69 |
| Inversora Carso | Purchase | 01/05/16 | 722,295 | 0.69 |
| Inversora Carso | Purchase | 01/05/16 | 209,115 | 0.69 |
| Inversora Carso | Purchase | 01/05/16 | 240,435 | 0.69 |
| Inversora Carso | Purchase | 01/06/16 | 651,837 | 0.67 |
| Inversora Carso | Purchase | 01/07/16 | 100,000 | 0.65 |
| Inversora Carso | Purchase | 01/07/16 | 200,000 | 0.65 |
| Inversora Carso | Purchase | 01/07/16 | 132,276 | 0.65 |
| Inversora Carso | Purchase | 01/07/16 | 364,100 | 0.65 |
| Inversora Carso | Purchase | 01/07/16 | 1,104,824 | 0.65 |
| Inversora Carso | Purchase | 01/07/16 | 1,062,394 | 0.65 |
| Inversora Carso | Purchase | 01/07/16 | 450,000 | 0.65 |
| Inversora Carso | Purchase | 01/07/16 | 344,885 | 0.65 |
| Inversora Carso | Purchase | 01/07/16 | 900,000 | 0.65 |
| Inversora Carso | Purchase | 01/07/16 | 341,521 | 0.65 |
| Inversora Carso | Purchase | 01/08/16 | 500,000 | 0.61 |
| Inversora Carso | Purchase | 01/08/16 | 100 | 0.62 |
| Inversora Carso | Purchase | 01/08/16 | 130,694 | 0.62 |
| Inversora Carso | Purchase | 01/08/16 | 325,000 | 0.62 |
| Inversora Carso | Purchase | 01/08/16 | 51,526 | 0.62 |
| Inversora Carso | Purchase | 01/08/16 | 99,900 | 0.62 |
| Inversora Carso | Purchase | 01/08/16 | 137,071 | 0.62 |
| Inversora Carso | Purchase | 01/08/16 | 72,004 | 0.62 |
| Inversora Carso | Purchase | 01/08/16 | 96,672 | 0.62 |
| Inversora Carso | Purchase | 01/08/16 | 163,409 | 0.62 |
| Inversora Carso | Purchase | 01/08/16 | 173,624 | 0.62 |
| Inversora Carso | Purchase | 01/08/16 | 5,742 | 0.62 |
| Inversora Carso | Purchase | 01/08/16 | 94,258 | 0.62 |
| Inversora Carso | Purchase | 01/08/16 | 150,000 | 0.63 |
| Inversora Carso | Purchase | 01/08/16 | 150,000 | 0.63 |
| Inversora Carso | Purchase | 01/08/16 | 100,000 | 0.63 |
| Inversora Carso | Purchase | 01/08/16 | 260,042 | 0.63 |
| Inversora Carso | Purchase | 01/08/16 | 100,000 | 0.63 |
| Inversora Carso | Purchase | 01/08/16 | 89,958 | 0.63 |
| Inversora Carso | Purchase | 01/08/16 | 100,000 | 0.63 |
| Inversora Carso | Purchase | 01/08/16 | 100,000 | 0.63 |
| Inversora Carso | Purchase | 01/08/16 | 100,000 | 0.63 |
| Inversora Carso | Purchase | 01/11/16 | 100,000 | 0.62 |
| Inversora Carso | Purchase | 01/11/16 | 50,000 | 0.62 |
| Inversora Carso | Purchase | 01/11/16 | 50,000 | 0.62 |
| Inversora Carso | Purchase | 01/11/16 | 50,000 | 0.62 |
| Inversora Carso | Purchase | 02/11/16 | 33,984 | 0.60 |
| Inversora Carso | Purchase | 02/11/16 | 223,522 | 0.60 |
| Inversora Carso | Purchase | 02/11/16 | 729,124 | 0.60 |
| Inversora Carso | Purchase | 02/11/16 | 513,446 | 0.60 |
| Inversora Carso | Purchase | 02/11/16 | 200,000 | 0.60 |
| Inversora Carso | Purchase | 02/11/16 | 314,272 | 0.60 |
| Inversora Carso | Purchase | 02/11/16 | 2,572,282 | 0.60 |
| Inversora Carso | Purchase | 02/11/16 | 25,000 | 0.61 |
| Inversora Carso | Purchase | 02/11/16 | 50,000 | 0.62 |
| Inversora Carso | Purchase | 02/11/16 | 100,000 | 0.62 |
| Inversora Carso | Purchase | 02/11/16 | 52,000 | 0.62 |
| Inversora Carso | Purchase | 02/11/16 | 88,370 | 0.62 |
| Inversora Carso | Purchase | 02/11/16 | 75,000 | 0.62 |
| Inversora Carso | Purchase | 02/11/16 | 23,000 | 0.62 |
A Shares
| Type of | Number of | Price per Share | ||
| Reporting Person | Transaction | Trade Date | A Shares | US Dollars |
| GFI | Sale | 12/21/15 | 50,000 | 0.71 |