1
|
NAMES OF REPORTING PERSONS
|
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|
||
Cinema Aeropuerto, S.A. de C.V.
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
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||
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|||
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||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||
AF
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|||
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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|
☐
|
||
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||||
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||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
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||
Mexico
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|||
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
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|||
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||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
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|
|||
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||||
9
|
SOLE DISPOSITIVE POWER
|
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|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
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|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
0% (See Item 5 for calculation of outstanding shares.)
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|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
|
||
CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Grupo MVS, S.A.P.I. de C.V. (formerly UTRERA, S.A.P.I. de C.V. and Grupo Frecuencia Modulada Televisión, S.A. de C.V.)
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|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Mexico
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
0
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Grupo MVS Capital, S. de R.L. de C.V.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Mexico
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,725,654(1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,725,654(1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,725,654(1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
11.9% (See Item 5 for calculation of outstanding shares.)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1) |
These shares of Class A Common Stock are comprised of 2,725,654 shares of Issuer’s Class B common stock, convertible at any time at the option of the holder thereof, into an equal number of fully paid and non-assessable shares of Issuer’s
Class A Common Stock.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
SANTANDER Trust Agreement Number 2003914
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Mexico
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,725,654(1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,725,654(1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,725,654(1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
11.9% (See Item 5 for calculation of outstanding shares.)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
Item 2. |
Identity and Background
|
(a) |
This statement is being filed by the Reporting Persons.
|
(b) |
The address of Cinema Aeropuerto, MVS SAPI, and Grupo MVS is Sierra Gorda 505, Lomas de Chapultepec VIII Secc, Miguel Hidalgo, 11000, CDMX, Mexico The address of the Trust is Vasco de Quiroga # 3900, Torre B, Piso 2, Lomas de Santa Fe.
|
(c) |
During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
|
(d) |
None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
|
(e) |
The Reporting Persons are organized under the laws of Mexico.
|
Item 4. |
Purpose of Transaction
|
Item 5. |
Interest in Securities of the Issuer
|
(a) |
Following consummation of the internal restructuring,
|
(i) |
Cinema Aeropuerto will merge with and into Grupo MVS, will cease to exist and will no longer own any shares of Class B or Class A Stock of the Issuer.
|
(ii) |
MVS SAPI will merge with and into Grupo MVS, will cease to exist and will no longer own a controlling interest in Cinema Aeropuerto and may no longer be deemed to beneficially own the shares of Class A Common Stock previously held by
Cinema Aeropuerto.
|
(iii) |
Grupo MVS, as the surviving entity, will hold the shares of Class A Common Stock previously held by Cinema Aeropuerto.
|
(iv) |
The Trust, as the owner of Grupo MVS, may be deemed to beneficially own the shares of Class A Common Stock held by Grupo MVS.
|
(b) |
The Trust have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the 2,725,654 shares of Common Stock owned by Grupo MVS.
|
(c) |
The information set forth in Item 4 above is hereby incorporated by reference into this Item 5(c), as applicable.
|
(d) |
Not applicable.
|
(e) |
Not applicable.
|
Dated September 11, 2020.
|
||
Cinema Aeropuerto, S.A. de C.V.
|
||
By:
|
/s/ Joaquin Vargas Guajardo
|
|
Name:
|
Joaquin Vargas Guajardo
|
|
Title:
|
Attorney-in-fact
|
|
Grupo MVS, S.A.P.I. de C.V. (formerly UTRERA, S.A.P.I. de C.V. and Grupo Frecuencia Modulada Televisión, S.A. de C.V.)
|
||
By:
|
/s/ Joaquin Vargas Guajardo
|
|
Name:
|
Joaquin Vargas Guajardo
|
|
Title:
|
Attorney-in-fact
|
|
Grupo MVS Capital, S. de R.L. de C.V.
|
||
By:
|
/s/ Joaquin Vargas Guajardo
|
|
Name:
|
Joaquin Vargas Guajardo
|
|
Title:
|
Attorney-in-fact
|
|
SANTANDER Trust Agreement Number 2003914
|
||
By:
|
BANCO SANTANDER (MEXICO), S.A. as Trustee
|
|
By:
|
/s/ Jose Antonio Abad Garcia
|
|
Name:
|
Jose Antonio Abad Garcia
|
|
Title:
|
Legal Representative
|