0001193125-20-146629.txt : 20200520 0001193125-20-146629.hdr.sgml : 20200520 20200520061704 ACCESSION NUMBER: 0001193125-20-146629 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20200520 DATE AS OF CHANGE: 20200520 GROUP MEMBERS: ALEJANDRO RAMIREZ MAGANA GROUP MEMBERS: ARTURO LOPEZ MARTIN GROUP MEMBERS: BURWOOD ENTERPRISES PTE LTD GROUP MEMBERS: EDUARDO ACUNA SHAADI GROUP MEMBERS: EDUARDO FLORENTINO RAMIREZ VILLALON GROUP MEMBERS: ENRIQUE RAMIREZ MAGANA GROUP MEMBERS: ENRIQUE RAMIREZ VILLALON GROUP MEMBERS: JAIME RAMIREZ DIAZ GROUP MEMBERS: MANUEL URRUTIA ZUGARRAMURDI GROUP MEMBERS: MARCO ANTONIO RAMIREZ VILLALON GROUP MEMBERS: MARIANA RAMIREZ DIAZ GROUP MEMBERS: MAURICIO VACA TAVERA GROUP MEMBERS: MIGUEL MIER ESPARZA GROUP MEMBERS: NATALIA RAMIREZ DIAZ GROUP MEMBERS: PILAR RAMIREZ DIAZ GROUP MEMBERS: SANDRA RAMIREZ MAGANA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cinemark Holdings, Inc. CENTRAL INDEX KEY: 0001385280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 205490327 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83482 FILM NUMBER: 20895658 BUSINESS ADDRESS: STREET 1: 3900 DALLAS PARKWAY CITY: PLANO STATE: TX ZIP: 75093 BUSINESS PHONE: (972) 665-1000 MAIL ADDRESS: STREET 1: 3900 DALLAS PARKWAY CITY: PLANO STATE: TX ZIP: 75093 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Tenedora de Cines, S.A. de C.V. CENTRAL INDEX KEY: 0001811943 IRS NUMBER: 000000000 STATE OF INCORPORATION: O5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: AV. CUMBRE DE NACIONES 1200 STREET 2: FRACCIONAMIENTO TRES MARIAS, ZONA DE CO CITY: MORELIA, MICHOACAN STATE: O5 ZIP: 58254 BUSINESS PHONE: 52 (443) 3220529 MAIL ADDRESS: STREET 1: AV. CUMBRE DE NACIONES 1200 STREET 2: FRACCIONAMIENTO TRES MARIAS, ZONA DE CO CITY: MORELIA, MICHOACAN STATE: O5 ZIP: 58254 SC 13G 1 d934718dsc13g.htm SC 13G SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

Cinemark Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

17243V102

(CUSIP Number)

May 4, 2020

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

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, as amended (“Securities Exchange Act”) or otherwise subject to the liabilities of that section of the Securities Exchange Act but shall be subject to all other provisions of the Securities Exchange Act (however, see the Notes).

 

 

 


CUSIP No. 17243V102  

 

  1.  

Name of Reporting Person

 

Tenedora de Cines, S.A. de C.V.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒ (1)

 

  3.  

SEC Use Only:

 

  4.  

Citizenship or Place of Organization:

 

Mexico

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power:

 

2,806,886

   6.    

Shared Voting Power:

 

0

   7.    

Sole Dispositive Power:

 

2,806,886

   8.    

Shared Dispositive Power:

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,806,886

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

 

11.  

Percent of Class Represented by Amount in Row (9):

 

2.4%

12.  

Type of Reporting Person (See Instructions):

 

CO

 

(1)

This statement on Schedule 13G is filed by Tenedora de Cines, S.A. de C.V., Burwood Enterprises Pte Ltd, Sandra Ramírez Magaña, Alejandro Ramírez Magaña, Enrique Ramírez Magaña, Enrique Ramírez Villalón, Marco Antonio Ramírez Villalón, Eduardo Florentino Ramírez Villalón, Jaime Ramírez Díaz, Pilar Ramírez Díaz, Natalia Ramírez Díaz, Mariana Ramírez Díaz, Miguel Mier Esparza, Manuel Urrutia Zugarramurdi, Eduardo Acuña Shaadi, Arturo López Martín, and Mauricio Vaca Tavera (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 17243V102

 

  1.  

Name of Reporting Person

 

Burwood Enterprises Pte Ltd

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒  (1)

 

  3.  

SEC Use Only:

 

  4.  

Citizenship or Place of Organization:

 

Bahamas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power:

 

22,705

   6.   

Shared Voting Power:

 

0

   7.   

Sole Dispositive Power:

 

22,705

   8.   

Shared Dispositive Power:

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

22,705

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

 

11.  

Percent of Class Represented by Amount in Row (9):

 

0.0%

12.  

Type of Reporting Person (See Instructions):

 

OO

 

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 17243V102

 

  1.   

Name of Reporting Person

 

Sandra Ramírez Magaña

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒  (1)

 

  3.  

SEC Use Only:

 

  4.  

Citizenship or Place of Organization:

 

Mexico

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power:

 

337,275

   6.   

Shared Voting Power:

 

0

   7.   

Sole Dispositive Power:

 

337,275

   8.   

Shared Dispositive Power:

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

337,275

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

 

11.  

Percent of Class Represented by Amount in Row (9):

 

0.3%

12.  

Type of Reporting Person (See Instructions):

 

IN

 

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 17243V102   

 

  1.   

Name of Reporting Person

 

Alejandro Ramírez Magaña

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒ (1)

 

  3.  

SEC Use Only:

 

  4.  

Citizenship or Place of Organization:

 

Mexico

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power:

 

996,444

   6.   

Shared Voting Power:

 

0

   7.   

Sole Dispositive Power:

 

996,444

   8.   

Shared Dispositive Power:

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

996,444

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

 

11.  

Percent of Class Represented by Amount in Row (9):

 

0.9%

12.  

Type of Reporting Person (See Instructions):

 

IN

 

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 17243V102   

 

  1.   

Name of Reporting Person

 

Enrique Ramírez Magaña

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒ (1)

 

  3.  

SEC Use Only:

 

  4.  

Citizenship or Place of Organization:

 

Mexico

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power:

 

271,225

   6.   

Shared Voting Power:

 

0

   7.   

Sole Dispositive Power:

 

271,225

   8.   

Shared Dispositive Power:

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

271,225

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

 

11.  

Percent of Class Represented by Amount in Row (9):

 

0.2%

12.  

Type of Reporting Person (See Instructions):

 

IN

 

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 17243V102

 

  1.   

Name of Reporting Person

 

Enrique Ramírez Villalón

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒ (1)

 

  3.  

SEC Use Only:

 

  4.  

Citizenship or Place of Organization:

 

Mexico

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power:

 

1,521,142

   6.   

Shared Voting Power:

 

0

   7.   

Sole Dispositive Power:

 

1,521,142

   8.   

Shared Dispositive Power:

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

1,521,142

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

 

11.  

Percent of Class Represented by Amount in Row (9):

 

1.3%

12.  

Type of Reporting Person (See Instructions):

 

IN

 

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 17243V102

 

  1.   

Name of Reporting Person

 

Marco Antonio Ramírez Villalón

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒ (1)

 

  3.  

SEC Use Only:

 

  4.  

Citizenship or Place of Organization:

 

Mexico

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power:

 

795,760

   6.   

Shared Voting Power:

 

0

   7.   

Sole Dispositive Power:

 

795,760

   8.   

Shared Dispositive Power:

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

795,760

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

 

11.  

Percent of Class Represented by Amount in Row (9):

 

0.7%

12.  

Type of Reporting Person (See Instructions):

 

IN

 

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 17243V102

 

  1.  

Name of Reporting Person

 

Eduardo Florentino Ramírez Villalón

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒  (1)

 

  3.  

SEC Use Only:

 

  4.  

Citizenship or Place of Organization:

 

Mexico

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power:

 

733,993

   6.    

Shared Voting Power:

 

    

   7.    

Sole Dispositive Power:

 

733,993

   8.    

Shared Dispositive Power:

 

    

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

733,993

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

 

11.  

Percent of Class Represented by Amount in Row (9):

 

0.6%

12.  

Type of Reporting Person (See Instructions):

 

IN

 

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 17243V102

 

  1.  

Name of Reporting Person

 

Jaime Ramírez Díaz

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒  (1)

 

  3.  

SEC Use Only:

 

  4.  

Citizenship or Place of Organization:

 

Mexico

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power:

 

197,291

   6.    

Shared Voting Power:

 

0

   7.    

Sole Dispositive Power:

 

197,291

   8.    

Shared Dispositive Power:

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

197,291

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

 

11.  

Percent of Class Represented by Amount in Row (9):

 

0.2%

12.  

Type of Reporting Person (See Instructions):

 

IN

 

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 17243V102

 

  1.   

Name of Reporting Person

 

Pilar Ramírez Díaz

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒  (1)

 

  3.  

SEC Use Only:

 

  4.  

Citizenship or Place of Organization:

 

Mexico

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power:

 

162,343

   6.    

Shared Voting Power:

 

0

   7.    

Sole Dispositive Power:

 

162,343

   8.    

Shared Dispositive Power:

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

162,343

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

 

11.  

Percent of Class Represented by Amount in Row (9):

 

0.1%

12.  

Type of Reporting Person (See Instructions):

 

IN

 

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 17243V102

 

  1.   

Name of Reporting Person

 

Natalia Ramírez Díaz

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒  (1)

 

  3.  

SEC Use Only:

 

  4.  

Citizenship or Place of Organization:

 

Mexico

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power:

 

118,943

   6.    

Shared Voting Power:

 

0

   7.    

Sole Dispositive Power:

 

118,943

   8.    

Shared Dispositive Power:

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

118,943

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

 

11.  

Percent of Class Represented by Amount in Row (9):

 

0.1%

12.  

Type of Reporting Person (See Instructions):

 

IN

 

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 17243V102   

 

  1.   

Name of Reporting Person

 

Mariana Ramírez Díaz

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒  (1)

 

  3.  

SEC Use Only:

 

  4.  

Citizenship or Place of Organization:

 

Mexico

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power:

 

106,443

   6.   

Shared Voting Power:

 

0

   7.   

Sole Dispositive Power:

 

106,443

   8.   

Shared Dispositive Power:

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

106,443

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

 

11.  

Percent of Class Represented by Amount in Row (9):

 

0.1%

12.  

Type of Reporting Person (See Instructions):

 

IN

 

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 17243V102

  

 

  1.   

Name of Reporting Person

 

Miguel Mier Esparza

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒  (1)

 

  3.  

SEC Use Only:

 

  4.  

Citizenship or Place of Organization:

 

Mexico and United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power:

 

10,950

   6.   

Shared Voting Power:

 

0

   7.   

Sole Dispositive Power:

 

10,950

   8.   

Shared Dispositive Power:

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

10,950

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

 

11.  

Percent of Class Represented by Amount in Row (9):

 

0.0%

12.  

Type of Reporting Person (See Instructions):

 

IN

 

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 17243V102

 

  1.   

Name of Reporting Person

 

Manuel Urrutia Zugarramurdi

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒  (1)

 

  3.  

SEC Use Only:

 

  4.  

Citizenship or Place of Organization:

 

Mexico and Spain

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power:

 

2,500

   6.   

Shared Voting Power:

 

0

   7.   

Sole Dispositive Power:

 

2,500

   8.   

Shared Dispositive Power:

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,500

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

 

11.  

Percent of Class Represented by Amount in Row (9):

 

0.0%

12.  

Type of Reporting Person (See Instructions):

 

IN

 

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 17243V102

 

  1.  

Name of Reporting Person

 

Eduardo Acuña Shaadi

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒  (1)

 

  3.  

SEC Use Only:

 

  4.  

Citizenship or Place of Organization:

 

Mexico

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power:

 

70,000

   6.    

Shared Voting Power:

 

0

   7.    

Sole Dispositive Power:

 

70,000

   8.    

Shared Dispositive Power:

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

70,000

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

 

11.  

Percent of Class Represented by Amount in Row (9):

 

0.1%

12.  

Type of Reporting Person (See Instructions):

 

IN

 

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 17243V102

 

  1.  

Name of Reporting Person

 

Arturo López Martín

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒ (1)

 

  3.  

SEC Use Only:

 

  4.  

Citizenship or Place of Organization:

 

Mexico

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power:

 

2,800

   6.   

Shared Voting Power:

 

0

   7.   

Sole Dispositive Power:

 

2,800

   8.   

Shared Dispositive Power:

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,800

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

 

11.  

Percent of Class Represented by Amount in Row (9):

 

0.0%

12.  

Type of Reporting Person (See Instructions):

 

IN

 

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


CUSIP No. 17243V102

 

  1.  

Name of Reporting Person

 

Mauricio Vaca Tavera

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒ (1)

 

  3.  

SEC Use Only:

 

  4.  

Citizenship or Place of Organization:

 

Mexico and Spain

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power:

 

31,200

   6.   

Shared Voting Power:

 

0

   7.   

Sole Dispositive Power:

 

31,200

   8.   

Shared Dispositive Power:

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

31,200

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

 

11.  

Percent of Class Represented by Amount in Row (9):

 

0.0%

12.  

Type of Reporting Person (See Instructions):

 

IN

 

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.


Item 1(a)

Name of Issuer:

Cinemark Holdings, Inc., a Delaware corporation (the “Issuer”).

 

Item 1(b)

Address of Issuer’s Principal Executive Offices:

3900 Dallas Parkway

Plano, Texas 75093

 

Item 2(a).

Name of Person Filing:

This statement on Schedule 13G is filed by: (i) Tenedora de Cines, S.A. de C.V., (ii) Burwood Enterprises Pte Ltd (“Burwood”), (iii) Sandra Ramírez Magaña, (iv) Alejandro Ramírez Magaña, (v) Enrique Ramírez Magaña, (vi) Enrique Ramírez Villalón, (vii) Marco Antonio Ramírez Villalón, (viii) Eduardo Florentino Ramírez Villalón, (ix) Jaime Ramírez Díaz, (x) Pilar Ramírez Díaz, (xi) Natalia Ramírez Díaz, (xii) Mariana Ramírez Díaz, (xiii) Miguel Mier Esparza, (xiv) Manuel Urrutia Zugarramurdi, (xv) Eduardo Acuña Shaadi, (xvi) Arturo López Martín, and (xvii) Mauricio Vaca Tavera (individually referred to herein as a “Reporting Person” and, collectively, as the “Reporting Persons”).

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act.

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The address of the principal business office of each Reporting Person except Burwood and Eduardo Acuña Shaadi is Av. Cumbre de Naciones 1200, Fraccionamiento Tres Marías, 58254, Morelia, Michoacan, Mexico. The address of the principal business office of Burwood is One Montage Place, 1st Floor, East Bay Street, Nassau, N-4906, Bahamas. The address of the principal business office of Eduardo Acuña Shaadi is 14951 North Dallas Parkway Suite 300, Dallas, Texas 75254.

 

Item 2(c).

Citizenship:

See Row 4 of the cover page for each Reporting Person.

 

Item 2(d).

Title of Class of Securities:

Common stock, par value $0.001 per share

 

Item 2(e).

CUSIP Number:

17243V102

 

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.


Item 4.

Ownership.

 

(a)

Amount beneficially owned:

See Row 9 of the cover page for each Reporting Person.

 

(b)

Percent of class:

See Row 11 of the cover page for each Reporting Person. The percent of class set forth in row 11 for each Reporting Person is based on 117,526,711 shares of Common Stock of the Issuer outstanding as of March 26, 2020, as disclosed in the Issuer’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 10, 2020.

 

(c)

Number of shares as to which the person has:

 

  (i)

Sole power to vote or to direct the vote:

See Row 5 of the cover page for each Reporting Person.

 

  (ii)

Shared power to vote or to direct the vote:

See Row 6 of the cover page for each Reporting Person.

 

  (iii)

Sole power to dispose or to direct the disposition of:

See Row 7 of the cover page for each Reporting Person.

 

  (iv)

Shared power to dispose or to direct the disposition of:

See Row 8 of the cover page for each Reporting Person.

 

Item 5.

Ownership of 5 Percent or Less of a Class.

Not applicable.

 

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.


Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.


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.

Dated: May 14, 2020

 

TENEDORA DE CINES, S.A. DE C.V.     BURWOOD ENTERPRISES PTE LTD

By:

 

/s/ Jorge Pablo Aguilar Albo

    By:  

/s/ Jaime Ramírez Díaz

Name:

  Jorge Pablo Aguilar Albo     Name:   Jaime Ramírez Díaz

Title:

  General Counsel     Title:   Attorney-in-Fact

By:

 

/s/ Sandra Ramírez Magaña

    By:  

/s/ Alejandro Ramírez Magaña

  Sandra Ramírez Magaña       Alejandro Ramírez Magaña

By:

 

/s/ Enrique Ramírez Magaña

    By:  

/s/ Enrique Ramírez Villalón

  Enrique Ramírez Magaña       Enrique Ramírez Villalón

By:

 

/s/ Marco Antonio Ramírez Villalón

    By:  

/s/ Eduardo Florentino Ramírez Villalón

  Marco Antonio Ramírez Villalón       Eduardo Florentino Ramírez Villalón

By:

 

/s/ Jaime Ramírez Díaz

    By:  

/s/ Natalia Ramírez Díaz

  Jaime Ramírez Díaz       Natalia Ramírez Díaz

By:

 

/s/ Pilar Ramírez Díaz

    By:  

/s/ Mariana Ramírez Díaz

  Pilar Ramírez Díaz       Mariana Ramírez Díaz

By:

 

/s/ Miguel Mier Esparza

    By:  

/s/ Manuel Urrutia Zugarramurdi

  Miguel Mier Esparza       Manuel Urrutia Zugarramurdi

By:

 

/s/ Eduardo Acuña Shaadi

    By:  

/s/ Arturo López Martín

  Eduardo Acuña Shaadi       Arturo López Martín

By:

 

/s/ Mauricio Vaca Tavera

     
  Mauricio Vaca Tavera      
EX-24.1 2 d934718dex241.htm EX-24.1 EX-24.1

Exhibit 24.1

 

Morgan Stanley    For Internal Use Only
   Branch No.    Account No.    Financial Advisor No.
   5 8 9    0 1 0 3 6 8    0 0 5

Durable Power of Attorney

Full Discretionary Authorization

(Non-Morgan Stanley Employee)

 

This authorization is a full discretionary authorization. It empowers the Agent named herein to withdraw money, securities or other property in his or her own name, in the name of die principal(s) or otherwise, Morgan Stanley policy does not permit its employees to exercise full discretionary authority.

WARNING

This is an important legal document. It creates a durable power of attorney. Before executing this document, you should know these important facts:

 

  a)

This document may provide the person you designate as your attorney-in fact with broad powers to dispose, sell, convey and encumber your property.

 

  b)

These powers will exist for an indefinite period of time and will continue to exist notwithstanding your subsequent disability, incompetency or incapacity.

 

  c)

You have the right to revoke or terminate this durable power of attorney by giving us written notice addressed to the branch office servicing your account. Such revocation or termination shall not affect your liability for any transaction or instruction initiated prior to our receipt of said revocation or termination.

To: Morgan Stanley Smith Barney LLC (“MSSB”), Morgan Stanley Bank, N.A. (“MSBNA”) and Morgan Stanley Private Bank, National Association (“MSPBNA” and together with MSBNA, each a “Bank Affiliate”)

 

1.

The undersigned hereby appoints:

 

            Jaime Ramirez Diaz
  AGENT’S NAME

 

    

for the following account (complete name of account) BURWOOD ENTERPRISES PTE LTD, as the undersigned’s Agent and attorney-in-fact (“Agent”), with full and unlimited power and authority to act for the undersigned in all matters in connection with the undersigned’s account/accounts or any available lines of credit at MSSB or a Bank Affiliate, however designated either in single name, joint name, Trust or IRA and whether presently open or hereafter opened. Without limiting the foregoing general authority, the Agent is authorized to buy and sell (including short sales) to subscribe for and trade in stocks, bonds, options (including uncovered short positions in option contracts or in the uncovering of any existing short position in option contracts), limited partnership interests, trust units and any other securities and/or contracts relating to the same, on margin or otherwise, in accordance with MSSB terms and conditions for the undersigned’s account and risk in the undersigned’s name or number on MSSB books. It is further understood that any transaction may be effected with MSSB as a principal or dealer or through MSSB as agent or broker as a principal or dealer, and that any such transactions may involve securities in the distribution of which MSSB or its agent or broker may have an interest as an underwriter, member of a selling group, or otherwise.

 

2.

Without limiting the general authority of the foregoing, the Agent is further authorized to (a) deliver to MSSB securities for the undersigned’s account(s), and instruct MSSB to deliver securities from said account(s) to said Agent or to others, in such name and form, including the name of said Agent, as he or she may direct; (b) to instruct MSSB to make payment of money from my account(s) or to draw against lines of credit at MSSB or a Bank Affiliate (including, without limitation, by executing or endorsing any checks in connection with a line of credit at a Bank Affiliate) and to receive and direct payments therefrom payable to said Agent or to others including payment for any investment advisory fees or Power of Attorney fees; (c) to sell, assign, endorse and transfer securities of any nature standing in the undersigned’s name and to execute any documents necessary to effectuate the foregoing; (d) to receive statements of transactions made for said account(s) and to approve and confirm the same; (e) to receive any and all notices, calls for margin, demands for repayment or other demands with reference to the undersigned’s account(s) and (f) to enter into any and all agreements with MSSB or a Bank Affiliate on my behalf including without limitation the opening of additional accounts in my name or establishing lines of credit with MSSB or a Bank Affiliate. It is understood that pursuant to this authorization, the Agent may employ any electronic services provided by MSSB or a Bank Affiliate, for which the undersigned has subscribed or for which the Agent has subscribed on the undersigned’s behalf, including but not limited to, on-line trading, bill paying, e-delivery, automatic funds transfer (AFT) and automatic clearing house (ACH).

 

FULL DISCRETIONARY AUTHORIZATION NON-MORGAN STANLEY EMPLOYEE

(04/2017) LACOPFUL

 

LACDPFUL                NAO   

PAGE 1 OF 4

NY CS 8754648 04/17


    

The undersigned agrees that the Agent will not be the sole recipient of statements and confirms for the undersigned’s account and that the undersigned or another authorized party who does not have trading authority over the account will receive duplicate confirms and statements for review.

 

    

This authorization does not give the Agent the authority to make gifts of funds or property or to designate or change any beneficiary, but neither MSSB nor any Bank Affiliate has a duty to inquire into the nature of any instruction given by said Agent to deliver or transfer funds or property from the undersigned’s account(s).

 

3.

In all matters relating to the undersigned’s account(s), MSSB and each Bank Affiliate are authorized to follow the instructions of the aforesaid Agent in every respect with the exception of the limitations set forth above and MSSB and each Bank Affiliate shall be fully protected in relying upon said instructions without inquiry and without liability or accountability for the use or applications of any securities or moneys delivered or paid pursuant to said instructions. The undersigned hereby agrees to release, indemnify and hold MSSB and each Bank Affiliate harmless from any and all liabilities that may arise by virtue of your following the instructions of said Agent and the undersigned hereby ratifies and confirms any and all transactions or instructions made with MSSB or a Bank Affiliate heretofore or hereafter made by such Agent. Any and all losses or debit balances due you arising from instructions or transaction given by said Agent shall be paid to MSSB or a Bank Affiliate, as applicable, promptly by the undersigned upon demand. If this authorization is connected to a retirement account it does not include the authority to name or change beneficiaries.

 

4.

This authorization and indemnity is in addition to (and in no way limits or restricts) any rights which MSSB or a Bank Affiliate may have under any other agreement or agreements between the undersigned and MSSB or such Bank Affiliate.

 

5.

To revoke or otherwise terminate this authorization, the undersigned hereby agrees to submit a written notice addressed by MSSB and each Bank Affiliate, as applicable, and delivered to the MSSB branch office serving the account, which shall be effective upon receipt by MSSB and each Bank Affiliate, as applicable. Any such revocation shall not affect any liability in any way resulting from transactions or instructions initiated prior to the effective date of such revocation or termination.

 

6.

This authorization shall inure to the benefit of MSSB, each Bank Affiliate and of any successor entities or assigns and shall be binding on the undersigned’s heirs, successors or assigns.

 

7.

Arbitration

 

    

The undersigned acknowledges that I have agreed to the arbitration provisions of the Morgan Stanley Smith Barney LLC Account Application and Client Agreement (the “Client Agreement”) and that by appointing an Agent, that Agent will also be subject to those arbitration provisions.

 

8.

This authorization and all the terms shall be governed and construed in accordance with the laws of the State of New York without giving effect to principles of conflict of laws and without regard for the principal(s) residence, domicile or place of execution. The statute of limitations applicable to any claim shall be that which would be applied by the courts of the state in which the undersigned resides or if the undersigned does not reside in the United States, the statute of limitations shall be that which would be applied by the courts in the state where the MSSB branch office servicing the undersigned’s account(s) is located.

 

9.

If any provision of this authorization is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed rescinded or modified in order to comply with the relevant law, rule or regulation. All other provisions of this authorization will continue and remain in full force and effect.

 

10.

This authorization shall not be affected by the subsequent disability, incapacity or incompetency of any of the undersigned nor by a lapse of time between its execution and exercise.

 

11.

To induce any transfer agent or other third party to act hereunder, the undersigned hereby agrees that any transfer agent or other third party receiving a duly executed copy or facsimile of this authorization may act hereunder, and that revocation or termination hereof shall be ineffective as to such transfer agent or other third party unless and until actual notice or knowledge of such revocation or termination shall have been received by such transfer agent or other third party. The undersigned for myself and for my heirs, executors, legal representatives and assigns, hereby agrees to indemnify and hold harmless any such transfer agent or third party from and against any and all claims that may arise against such transfer agent or other third party by reason of such transfer agent or third party having relied on this instrument.

 

12.

The undersigned acknowledges receiving a copy of this authorization.

 

FULL DISCRETIONARY AUTHORIZATION NON-MORGAN STANLEY EMPLOYEE

(04/2017) LACOPFUL

 

LACDPFUL                NAO   

PAGE 2 OF 4

NY CS 8754648 04/17


CLIENT’S SIGNATURE(S). THIS AUTHORIZATION MUST BE SIGNED BEFORE A NOTARY PUBLIC. FOR JOINT ACCOUNTS, EACH JOINT TENANT MUST SIGN BEFORE A NOTARY.

This authorization contains a predispute arbitration acknowledgement at paragraph 7 on page 2.

 

Rupert Walle

CLIENT’S NAME (PRINT)

 

/s/ Rupert Walle                                     11/17/2017             

CLIENT’S SIGNATURE                           DATE

 

  

Cindy Smith

CLIENT’S NAME (PRINT)

 

/s/ Cindy Smith                             11/17/2017        

CLIENT’S SIGNATURE             DATE

State of       Nassau                                                    LOGO   SS   (SEAL)   

 

State of Nassau

  LOGO   SS   (SEAL)
County of   The Bahamas                                          County of   The Bahamas                        

 

My Commission Expires 31/12/2017

 

On this 17th day of November 2017 before me personally appeared Rupert Walle and known to me to be the individual described in and who executed the above instruments, and acknowledged to me that he/she executed the same.

 

        [Signature]

SIGNATURE OF NOTARY PUBLIC

  

 

My Commission Expires 31/12/2017

 

On this 17th day of November 2017 before me personally appeared Cindy Smith and known to me to be the individual described in and who executed the above instruments, and acknowledged to me that he/she executed the same.

 

        [Signature]

SIGNATURE OF NOTARY PUBLIC

 

The information which follows pertains to the AGENT:

Jaime Ramirez Diaz

AGENTS NAME

 

A.    Is Agent an INVESTMENT ADVISER registered with the SEC or a State?    ☐  Yes    ☒  No (If No, skip to Section B below)
   If Yes
   Registered with the SEC
                                                        
   SEC NUMBER
   Registered with a State
   State    File Number    Effective Date
B.    If you answered “No” to Section A above, all information in this Section B needs to be completed.
   [omitted]
  

 

AGENTS DATE OF BIRTH

     
   [omitted]
  

 

AGENTS HOME ADDRESS

     
   [omitted]
  

 

CITY. STATE AND ZIP CODE

     
   [omitted]
  

 

AGENT’S PRIMARY TELEPHONE NUMBER

     
   [omitted]
  

 

AGENT’S ALTERNATE TELEPHONE NUMBER

     
   [omitted]
  

 

AGENT’S EMAIL ADDRESS (OPTIONAL)

     
   Investing Experience (Year Since) If no experience mark N/A on the applicable line below:
  

[omitted]

  

[omitted]

  

[omitted]

  

[omitted]

   EQUITIES    FIXED INCOME    OPTIONS    COMMODITIES

Are you or a member of your household affiliated with or employed by a broker-dealer?    ☐  Yes*    ☒  No

 

*

IF YES, you will need a written authorization from that broker/dealer to have trading authority over this account.

 

FULL DISCRETIONARY AUTHORIZATION NON-MORGAN STANLEY EMPLOYEE

(04/2017) LACOPFUL

 

LACDPFUL                NAO   

PAGE 3 OF 4

NY CS 8754648 04/17


Agent Certification:

Neither you nor any other person trim has authority over the account is or has been a Politically Exposed Person also known as a senior foreign political figure or an immediate family member or close associate of a senior foreign political figure within the meaning of the U.S. Department of the Treasury’s Guidance on Enhanced Security for Transactions That May Involve the Proceeds of Foreign Official Corruption and as referenced in the USA PATRIOT Act. In addition, you represent that neither you nor any other person who has authority over the account is a corporation, business or other entity that is beneficially or majority owned or controlled by the senior foreign political figure. If you or any other authorized person on the account is or has been such a figure, you agree to disclose that fact to MSSB and each Bank Affiliate, as applicable, and provide the necessary information required by law to open and/or to service this account. You also represent that this account will not be used for any transactions with, or for the benefit of, any person. entity or country that is the subject of any sanctions administered or enforced by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), including, but not limited to, any person, or entity designated on OFAC’s List of Specially Designated Nationals.

AGENTS AGREEMENT AND AFFIDAVIT. THIS AGREEMENT AND AFFIDAVIT MUST RESIGNED BEFORE A NOTARY PUBLIC

By signing below, I, the Agent for the principal(s) named herein, accept this appointment and agree to be bound by the terms of this authorization and the Client Agreement executed by the principal(s) including the provisions for arbitration of disputes. I also represent that the Agent certifications are true and accurate. Being first duly sworn, I do hereby state that this authorization was executed by the principal(s) at a time when he or she was legally competent to perform such act and that it has not been terminated by any means including voluntary revocation or death or the principal(s).

This authorization contains an arbitration acknowledgement at paragraph 7 on page 2.

 

Jaime Ramirez Diaz

NAME OF AGENT (PRINT)
   

/s/ Jaime Ramirez Diaz

  

11/20/2017

SIGNATURE OF AGENT (INDIVIDUAL TO WHOM AUTHORIZATION IS GRANTED)    DATE
   
State of     Florida                                       LOGO                   SS    (SEAL)
County of     Miami Dade                        
 
My Commission Expires     12/10/2017                    
 
Subscribed and sworn to before me this 20 day of November, 2017 before me personally appeared Jaime Ramirez Diaz known to me to be the individual described in and who executed the above Instrument, and acknowledged to me that he/she executed the same.
   

/s/ Pamela Castrillon

      
SIGNATURE OF NOTARY PUBLIC

For MSSB Internal Use Only (to be completed by the appropriate branch personnel)

Was POA presented by client?    ☒  Yes    ☐  No (If No, per Firm policy, client must be contacted)

 

 

NAME OF CLIENT CONTACTED

  

 

DATE OF CONTACT

  

 

CONTACT MADE BY (PRINT EMPLOYEE NAME

 

EMPLOYEE SIGNATURE

  

 

POSITION

  
[Signature]   

[Signature]                                                                              12/27/17

APPROVED BY BRANCH MANAGER DELEGATE (PRINT NAME)    BRANCH MANAGER DELEGATE (SIGNATURE)                DATE

 

1 

For the purposes of this paragraph, a “Politically Exposed Person” is a current or former senior official in the executive, legislative, administrative, military or judicial branch of a foreign government (whether elected or not), a senior official of a major foreign political party, a senior executive of a foreign-government-owned corporation of a corporation, business or other entity formed by, or for the benefit of, such a figure. The term “politically exposed person” includes a current or former senior foreign political figure’s “immediate family,” which includes, but is not limited to, parents, siblings, children and in-laws; “close associate,” which means a person who is widely and publicly known to maintain an unusually close relationship with a senior foreign political figure, including a person in a position to conduct substantial domestic and international financial transactions- on behalf of such figure. For a fuller discussion of the preceding terms and definitions, see http://www.federalreserve,gov/boarddocs/srletters/2001/sr0103.htm.

© 

2017 Morgan Stanley Smith Barney LLC Member SIPC. Morgan Stanley Bank, N.A. FDIC Morgan Stanley Private Bank, National Association, Member FDIC

 

FULL DISCRETIONARY AUTHORIZATION NON-MORGAN STANLEY EMPLOYEE

(04/2017) LACOPFUL

Morgan Stanley

LACDPFUL                NAO   

PAGE 4 OF 4

NY CS 8754648 04/17


[Copy of passport of Jaime Ramírez Díaz]

EX-99.1 3 d934718dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

We, the undersigned, hereby express our agreement that the attached Schedule 13G is filed on behalf of each of us.

Dated: May 14, 2020

 

TENEDORA DE CINES, S.A. DE C.V.     BURWOOD ENTERPRISES PTE LTD

By:

 

/s/ Jorge Pablo Aguilar Albo

    By:  

/s/ Jaime Ramírez Díaz

Name:

  Jorge Pablo Aguilar Albo     Name:   Jaime Ramírez Díaz

Title:

  General Counsel     Title:   Attorney-in-Fact

By:

 

/s/ Sandra Ramírez Magaña

    By:  

/s/ Alejandro Ramírez Magaña

  Sandra Ramírez Magaña       Alejandro Ramírez Magaña

By:

 

/s/ Enrique Ramírez Magaña

    By:  

/s/ Enrique Ramírez Villalón

  Enrique Ramírez Magaña       Enrique Ramírez Villalón

By:

 

/s/ Marco Antonio Ramírez Villalón

    By:  

/s/ Eduardo Florentino Ramírez Villalón

  Marco Antonio Ramírez Villalón       Eduardo Florentino Ramírez Villalón

By:

 

/s/ Jaime Ramírez Díaz

    By:  

/s/ Natalia Ramírez Díaz

  Jaime Ramírez Díaz       Natalia Ramírez Díaz

By:

 

/s/ Pilar Ramírez Díaz

    By:  

/s/ Mariana Ramírez Díaz

  Pilar Ramírez Díaz       Mariana Ramírez Díaz

By:

 

/s/ Miguel Mier Esparza

    By:  

/s/ Manuel Urrutia Zugarramurdi

  Miguel Mier Esparza       Manuel Urrutia Zugarramurdi

By:

 

/s/ Eduardo Acuña Shaadi

    By:  

/s/ Arturo López Martín

  Eduardo Acuña Shaadi       Arturo López Martín

By:

 

/s/ Mauricio Vaca Tavera

     
  Mauricio Vaca Tavera      
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