CUSIP No. 40051E202
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1
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NAMES OF REPORTING PERSONS
Grupo ADO, S.A. de C.V.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
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(a)☐
(b)☑
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see Instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
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NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
36,918,290
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8
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SHARED VOTING POWER
22,950,000
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9
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SOLE DISPOSITIVE POWER
36,918,290
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10
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SHARED DISPOSITIVE POWER
22,950,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,868,290
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.96%
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14
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TYPE OF REPORTING PERSON (see instructions)
CO
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CUSIP No. 40051E202
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1
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NAMES OF REPORTING PERSONS
Consorcio SAFIJ, S.A. de C.V.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a)☐
(b)☑
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (see instructions)
OO
|
|||||
5
|
CHECK 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
36,918,290
|
||||
8
|
SHARED VOTING POWER
22,950,000
|
|||||
9
|
SOLE DISPOSITIVE POWER
36,918,290
|
|||||
10
|
SHARED DISPOSITIVE POWER
22,950,000
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,868,290
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.96%
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|||||
14
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TYPE OF REPORTING PERSON (see instructions)
CO
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Reporting Person
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Amount Beneficially Owned
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Percent of Class
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Sole Power to Vote or Direct the Vote
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Shared Power to Vote or Direct the Vote
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Sole Power to Dispose or to Direct the Disposition
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Shared Power to Dispose or to Direct the Disposition
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Grupo ADO, S.A. de C.V. (through Consorcio SAFIJ, S.A. de C.V.)
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59,868,290 (1)
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19.96%(2)
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36,918,290
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22,950,000
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36,918,290
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22,950,000
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Consorcio SAFIJ, S.A. de C.V.
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59,868,290 (1)
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19.96%(2)
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36,918,290
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22,950,000
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36,918,290
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22,950,000
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(1)
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The Reporting Persons may be deemed, for U.S. federal securities law purposes, to be the beneficial owners of 59,868,290 Series B Shares consisting of: (a) 32,019,940 Series B Shares held by Consorcio, (b) 4,898,350 Series B Shares held by Operadora de Recursos Remer, S.A. de C.V., a subsidiary of Consorcio, and (c) the 22,950,000 Series BB Shares held by ITA, which may be converted by ITA, with the unanimous approval of its shareholders, into Series B Shares at any time at the ratio of one Series BB Share for one Series B Share. The Reporting Persons may be deemed to have shared voting and dispositive power over the Series BB Shares held by ITA. The Reporting Persons disclaim beneficial ownership of the Series BB Shares held by ITA, except to the extent of their pecuniary interest therein. As of the settlement of the 2015 ITA Purchase, Consorcio will have a pecuniary interest in 11,475,000 of the 22,950,000 Series BB Shares held by ITA (representing its ownership of 50% of the total outstanding shares of ITA). Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that either Reporting Person is the beneficial owner of the Series B Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
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(2)
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The beneficial ownership percentage is based on 277,050,000 Series B Shares of the Issuer outstanding, as reported by the Issuer on Form 20-F/A for the year ended December 31, 2017, filed on May 1, 2018, and takes into account the 22,950,000 Series B Shares issuable upon conversion of the 22,950,000 Series BB Shares held by ITA.
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Exhibit C
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Joint Filing Agreement, dated June 5, 2018, by and between Grupo ADO, S.A. de C.V., and Consorcio SAFIJ, S.A. de C.V.
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Date: June 5, 2018
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Grupo ADO, S.A. de C.V.
/s/ Alejandro Heriberto Hernández Villarreal
Name: Alejandro Heriberto Hernández Villarreal
Title: General Counsel
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Date: June 5, 2018
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Consorcio SAFIJ, S.A. de C.V.
/s/ Francisco Javier Moncada Gutiérrez
Name: Francisco Javier Moncada Gutiérrez
Title: Sole Director
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Name
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Current Principal Occupation or Employment
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Juan Carlos Uriarte Amann*
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Mr. Uriarte Amann has been Chairman of the Board of Directors of the Reporting Person since April 2008. He served as Secretary of the Board and affiliated companies from 2003 to 2008. Mr. Uriarte also is a member of the Board's Executive Committee.
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José Antonio Pérez Antón*
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Mr. Pérez Antón has been a member of the Board of Directors of the Reporting Person since 2005. Mr. Pérez Antón also serves as a member of the Board's Executive Committee and as Chief Executive Officer of the Reporting Person since March 2006.
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Aurelio Pérez Alonso*
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Mr. Pérez Alonso has been a member of the Board of Directors of the Reporting Person since 2005. Mr. Pérez Alonso also serves as a member of the Board's Executive Committee and as Deputy Chief Executive Officer of the Reporting Person since March 2006.
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Ricardo Álvarez Cordero*
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Mr. Álvarez Cordero has been a member of the Board of Directors of the Reporting Person since April 2010.
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Wilfrido Mercado Gómez*
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Mr. Mercado Gómez has been a member of the Board of Directors of the Reporting Person and affiliated companies since 2013.
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Guillermo Irurita Piñero*
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Mr. Irurita Pérez has served as a member of the Board of Directors of the Reporting Person and affiliated companies since 2012.
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Hans Joachim Kohlsdorf*
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Mr. Joachim Kohlsdorf is a German citizen and he was appointed as a member of the Board of Directors of the Reporting Person in April 2011.
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Arturo Angus Álvarez González*
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Mr. Álvarez González has served as member of the Board of Directors of the Reporting Person and affiliated companies since 2015. He previously served as Auditor of the affiliated companies.
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José Antonio Rosillo Díaz*
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Mr. Rosillo Díaz has served as a member of the Board of Directors of the Reporting Person since April 2007.
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José Vieira Lima*
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Mr. Vieria Lima is a Portuguese citizen and has served as member of Board of Directors of the Reporting Person since April 2009.
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Humberto Vargas Peredo*
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Mr. Vargas Peredo has served as member of the Board of Directors of the Reporting Person and affiliated companies since 2015. He previously served as Auditor of the affiliated companies.
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Name
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Current Principal Occupation or Employment
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Diego Landa Vértiz
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Mr. Landa Vertiz has served as General Manager of the Reporting Person's Commercial Division since 2004 and as the Person's Human Resources Director since January 2014.
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Luis Fernando Lozano Bonfil
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Mr. Lozano Bonfil has served as General Manager of the Reporting Person's Development Division since January 2008. Previously, Mr. Lozano Bonfil served in other capacities on the management of the Reporting Person and affiliated companies since 2000.
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Irma Guadalupe Ornelas Valle
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Mr. Herrera Estrella has served as the Reporting Person's Internal Auditor since 2018.
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Verne Lizano Povedano
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Mr. Lizano Povedano has served as the Reporting Person's Chief Information Officer since 2005.
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Alejandro Heriberto Hernández Villarreal
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Mr. Hernández Villarreal has served as the Reporting Person's General Counsel since 2018.
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Date: June 5, 2018
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Grupo ADO, S.A. de C.V.
/s/ Alejandro Heriberto Hernández Villarreal
Name: Alejandro Heriberto Hernández Villarreal
Title: General Counsel
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Date: June 5, 2018
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Consorcio SAFIJ, S.A. de C.V.
/s/ Francisco Javier Moncada Gutiérrez
Name: Francisco Javier Moncada Gutiérrez
Title: Sole Director |