UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 3)*
PBF Energy Inc.
(Name of Issuer)
Class A Common Stock, $0.001 par value per share
(Title of Class of Securities)
69318G106
(CUSIP Number)
Paseo De Las Palmas 781, Piso 3
Lomas De Chapultepec
Ciudad De Mexico, Mexico 11000
(52) 55 5625 4961
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With copies to:
Jorge U. Juantorena, Esq.
Kyle A. Harris, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
November 27, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. ☒
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 69318G106
|
Schedule 13D
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Page 2 of 13
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1
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NAMES OF REPORTING PERSONS
|
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Carlos Slim Helú
|
|
|
|||
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||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
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||||
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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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||
|
WC
|
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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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||
|
Not applicable
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|||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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||
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United Mexican States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
27,563,498 Class A Common Shares
|
|
|
|||
|
|
|
||||
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9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,563,498 Class A Common Shares
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,563,498 Class A Common Shares
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
23.9% of the total Class A Common Shares outstanding(1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
(1) Based on approximately 115,123,458 Class A Common Shares (as defined below) issued and outstanding as of October 25, 2024, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission
(“SEC”) on October 31, 2024.
|
CUSIP No. 69318G106
|
Schedule 13D
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Page 3 of 13
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1
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NAMES OF REPORTING PERSONS
|
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Carlos Slim Domit
|
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||||
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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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|||
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||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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|
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||
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WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
Not applicable
|
|
|
|||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United Mexican States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
27,563,498 Class A Common Shares
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,563,498 Class A Common Shares
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,563,498 Class A Common Shares
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
23.9% of the total Class A Common Shares outstanding(1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
(1) Based on approximately 115,123,458 Class A Common Shares issued and outstanding as of October 25, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on October 31, 2024.
|
CUSIP No. 69318G106
|
Schedule 13D
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Page 4 of 13
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1
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NAMES OF REPORTING PERSONS
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Marco Antonio Slim Domit
|
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||||
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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)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
Not applicable
|
|
|
|||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United Mexican States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
27,563,498 Class A Common Shares
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,563,498 Class A Common Shares
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,563,498 Class A Common Shares
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
23.9% of the total Class A Common Shares outstanding(1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
(1) Based on approximately 115,123,458 Class A Common Shares issued and outstanding as of October 25, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on October 31, 2024.
|
CUSIP No. 69318G106
|
Schedule 13D
|
Page 5 of 13
|
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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 (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
Not applicable
|
|
|
|||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United Mexican States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
27,563,498 Class A Common Shares
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,563,498 Class A Common Shares
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,563,498 Class A Common Shares
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
23.9% of the total Class A Common Shares outstanding(1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
(1) Based on approximately 115,123,458 Class A Common Shares issued and outstanding as of October 25, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on October 31, 2024.
|
CUSIP No. 69318G106
|
Schedule 13D
|
Page 6 of 13
|
|
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 (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
Not applicable
|
|
|
|||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United Mexican States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
27,563,498 Class A Common Shares
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,563,498 Class A Common Shares
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,563,498 Class A Common Shares
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
23.9% of the total Class A Common Shares outstanding(1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
(1) Based on approximately 115,123,458 Class A Common Shares issued and outstanding as of October 25, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on October 31, 2024
.
|
CUSIP No. 69318G106
|
Schedule 13D
|
Page 7 of 13
|
|
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 (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
Not applicable
|
|
|
|||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United Mexican States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
27,563,498 Class A Common Shares
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,563,498 Class A Common Shares
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,563,498 Class A Common Shares
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
23.9% of the total Class A Common Shares outstanding(1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
(1) Based on approximately 115,123,458 Class A Common Shares issued and outstanding as of October 25, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on October 31, 2024.
|
CUSIP No. 69318G106
|
Schedule 13D
|
Page 8 of 13
|
|
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 (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
Not applicable
|
|
|
|||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United Mexican States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
27,563,498 Class A Common Shares
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,563,498 Class A Common Shares
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,563,498 Class A Common Shares
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
23.9% of the total Class A Common Shares outstanding(1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
(1) Based on approximately 115,123,458 Class A Common Shares issued and outstanding as of October 25, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on October 31, 2024.
|
CUSIP No. 69318G106
|
Schedule 13D
|
Page 9 of 13
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Control Empresarial de Capitales, S.A. 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)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
Not applicable
|
|
|
|||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United Mexican States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
27,563,498 Class A Common Shares
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,563,498 Class A Common Shares
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,563,498 Class A Common Shares
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
23.9% of the total Class A Common Shares outstanding(1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
HC, CO
|
|
|
|||
|
|
|
||||
(1) Based on approximately 115,123,458 Class A Common Shares issued and outstanding as of October 25, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on October 31, 2024.
|
CUSIP No. 69318G106
|
Schedule 13D
|
Page 10 of 13
|
| Item 1. |
Security and Issuer
|
This Amendment No. 3 amends and supplements the Schedule 13D filed by the Reporting Persons on October 3, 2024, as amended and supplemented by Amendment No. 1 filed on October 25, 2024 and Amendment No.
2 filed on November 5, 2024 (the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”) with respect to the Class A Common Stock, with par value of $0.001 per share (the “Class A Common
Shares”), of PBF Energy Inc., a corporation incorporated under the laws of Delaware (the “Issuer”). Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original
Schedule 13D.
| Item 3. |
Source and Amount of Funds or Other Consideration
|
This Amendment amends and supplements Item 3 of the Original Schedule 13D by inserting the following:
From November 5, 2024 to December 2, 2024, Control Empresarial purchased 1,366,000 Class A Common Shares of the Issuer for approximately $42.6 million using the working capital of Control Empresarial.
| Item 5. |
Interest in Securities of the Issuer
|
(a) - (b) Calculations of the percentage of the Class A Common Shares beneficially owned are based on a total of approximately 115,123,458 Class A Common Shares issued and outstanding as of October 25,
2024, as reported in the Issuer’s Form 10-Q filed with the SEC on October 31, 2024. As of December 2, 2024, (i) Control Empresarial, directly or indirectly, owns 27,563,498 Class A Common Shares (representing 23.9% of the outstanding Class A Common
Shares) and (ii) the Slim Family, which are beneficiaries of a Mexican trust that owns all of the issued and outstanding voting equity securities of Control Empresarial, may be deemed to beneficially own indirectly the Class A Common Shares
beneficially owned directly by Control Empresarial.
(c) All transactions in Class A Common Shares effected by the Reporting Persons since the Schedule 13D amendment filed on November 5, 2024 are listed in Schedule 1 hereto and incorporated herein by
reference.
(d) Not applicable.
(e) Not applicable.
|
CUSIP No. 69318G106
|
Schedule 13D
|
Page 11 of 13
|
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.
Date: December 2, 2024
|
Carlos Slim Helú
|
||||
|
Carlos Slim Domit
|
By:
|
/s/Marco Antonio Slim Domit
|
||
|
Marco Antonio Slim Domit
|
||||
|
Marco Antonio Slim Domit
|
Attorney-in-Fact*
|
|||
|
December 2, 2024
|
||||
|
Patrick Slim Domit
|
||||
|
María Soumaya Slim Domit
|
||||
|
Vanessa Paola Slim Domit
|
||||
|
Johanna Monique Slim Domit
|
||||
|
CONTROL EMPRESARIAL DE CAPITALES S.A. DE C.V.
|
||||
|
By:
|
Víctor Manuel Gutierrez Lopez
|
|
|
Title:
|
Attorney-in-Fact
|
* See the Powers of Attorney for the members of the Slim Family and Control Empresarial, which are filed as exhibits to the Schedule 13D/A filed by the Slim Family and Control
Empresarial with the SEC on February 3, 2022 in connection with their beneficial ownership of American Depositary Shares, each representing 20 Series L Shares of América Móvil, S.A.B. de C.V., are hereby incorporated herein by reference.
|
CUSIP No. 69318G106
|
Schedule 13D
|
Page 12 of 13
|
Schedule 1
For the period beginning from the Schedule 13D amendment filed on November 5, 2024 to the event which requires the filing of this statement, the Reporting Persons set forth below effected the following
transactions in Class A Common Shares on the New York Stock Exchange. The prices below reflect the price paid by the purchasers per Class A Common Share on the relevant trade date.
|
Reporting
Person
|
Type of
Transaction
|
Trade
Date
|
Number of
Shares
|
Price per
Share
|
||||||
|
Control Empresarial
|
Purchase
|
11/11/2024
|
40,000
|
$
|
29.9782
|
(1)
|
||||
|
Control Empresarial
|
Purchase
|
11/12/2024
|
40,000
|
$
|
30.0925
|
(2)
|
||||
|
Control Empresarial
|
Purchase
|
11/13/2024
|
40,000
|
$
|
29.4882
|
(3)
|
||||
|
Control Empresarial
|
Purchase
|
11/14/2024
|
115,000
|
$
|
29.9873
|
(4)
|
||||
|
Control Empresarial
|
Purchase
|
11/19/2024
|
100,000
|
$
|
31.2777
|
(5)
|
||||
|
Control Empresarial
|
Purchase
|
11/20/2024
|
150,000
|
$
|
31.3842
|
(6)
|
||||
|
Control Empresarial
|
Purchase
|
11/25/2024
|
57,000
|
$
|
31.6953
|
(7)
|
||||
|
Control Empresarial
|
Purchase
|
11/26/2024
|
220,000
|
$
|
31.4499
|
(8)
|
||||
|
Control Empresarial
|
Purchase
|
11/27/2024
|
409,000
|
$
|
31.5818
|
(9)
|
||||
|
Control Empresarial
|
Purchase
|
11/29/2024
|
195,000
|
$
|
31.1207
|
(10)
|
||||
1. Weighted average price. These shares were purchased in multiple transactions at prices ranging from $29.95 to $30.00 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer,
or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the shares purchased at each separate price within the range set forth in this footnote (1).
2. Weighted average price. These shares were purchased in multiple transactions at prices ranging from $30.08 to $30.10 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer,
or the staff of the SEC, upon request, full information regarding the shares purchased at each separate price within the range set forth in this footnote (2).
3. Weighted average price. These shares were purchased in multiple transactions at prices ranging from $29.415 to $29.53 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer,
or the staff of the SEC, upon request, full information regarding the shares purchased at each separate price within the range set forth in this footnote (3).
4. Weighted average price. These shares were purchased in multiple transactions at prices ranging from $29.865 to $30.10 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer,
or the staff of the SEC, upon request, full information regarding the shares purchased at each separate price within the range set forth in this footnote (4).
5. Weighted average price. These shares were purchased in multiple transactions at prices ranging from $31.19 to $31.40 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer,
or the staff of the SEC, upon request, full information regarding the shares purchased at each separate price within the range set forth in this footnote (5).
6. Weighted average price. These shares were purchased in multiple transactions at prices ranging from $31.3175 to $31.50 inclusive. The reporting persons undertake to provide the issuer, any security holder of the
issuer, or the staff of the SEC, upon request, full information regarding the shares purchased at each separate price within the range set forth in this footnote (6).
|
CUSIP No. 69318G106
|
Schedule 13D
|
Page 13 of 13
|
7. Weighted average price. These shares were purchased in multiple transactions at prices ranging from $31.57 to $31.75 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer,
or the staff of the SEC, upon request, full information regarding the shares purchased at each separate price within the range set forth in this footnote (7).
8. Weighted average price. These shares were purchased in multiple transactions at prices ranging from $31.38 to $31.53 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer,
or the staff of the SEC, upon request, full information regarding the shares purchased at each separate price within the range set forth in this footnote (8).
9. Weighted average price. These shares were purchased in multiple transactions at prices ranging from $31.345 to $31.8265 inclusive. The reporting persons undertake to provide the issuer, any security holder of the
issuer, or the staff of the SEC, upon request, full information regarding the shares purchased at each separate price within the range set forth in this footnote (9).
10. Weighted average price. These shares were purchased in multiple transactions at prices ranging from $30.90 to $31.40 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer,
or the staff of the SEC, upon request, full information regarding the shares purchased at each separate price within the range set forth in this footnote (10).