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    Amendment: SEC Form SCHEDULE 13G/A filed by Avangrid Inc.

    12/23/24 4:53:33 PM ET
    $AGR
    Electric Utilities: Central
    Utilities
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    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13G


    UNDER THE SECURITIES EXCHANGE ACT OF 1934
    (Amendment No. 2)*


    Avangrid, Inc.

    (Name of Issuer)


    Common Stock

    (Title of Class of Securities)


    05351W103

    (CUSIP Number)


    12/23/2024

    (Date of Event Which Requires Filing of this Statement)


    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
    Checkbox not checked   Rule 13d-1(b)
    Checkbox not checked   Rule 13d-1(c)
    Checkbox checked   Rule 13d-1(d)






    SCHEDULE 13G

    CUSIP No.
    05351W103


    1Names of Reporting Persons

    Iberdrola, S.A.
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    SPAIN
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    0.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    0.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    0.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    0 %
    12Type of Reporting Person (See Instructions)

    CO

    Comment for Type of Reporting Person:  This Amendment No. 2 to Schedule 13G ("Amendment No.2") is filed to amend the Schedule 13G filed by the Reporting Person named therein with the Securities and Exchange Commission ("SEC") on February 12, 2016 with respect to Avangrid, Inc. (the "Issuer") (the "Original Schedule 13G"), as amended by Amendment No. 1 to the Original Schedule 13G filed with the SEC on February 7, 2022. This Amendment No. 2 is the final amendment to the Schedule 13G and constitutes an "exit filing" for the Reporting Person. As a result of the consummation of the Merger, the Reporting Person no longer beneficially owns any shares of Common Stock. See Item 4 below.


    SCHEDULE 13G

    Item 1. 
    (a)Name of issuer:

    Avangrid, Inc.
    (b)Address of issuer's principal executive offices:

    180 Marsh Hill Road, Orange, Connecticut 06477
    Item 2. 
    (a)Name of person filing:

    This statement is filed on behalf of Iberdrola, S.A. (the "Reporting Person")
    (b)Address or principal business office or, if none, residence:

    Plaza Euskadi, 5, Bilbao (Bizkaia), Spain 48009
    (c)Citizenship:

    Spain
    (d)Title of class of securities:

    Common Stock
    (e)CUSIP No.:

    05351W103
    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:
    (a)Checkbox not checked   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
    (b)Checkbox not checked   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
    (c)Checkbox not checked   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
    (d)Checkbox not checked   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
    (e)Checkbox not checked   An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
    (f)Checkbox not checked   An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
    (g)Checkbox not checked   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
    (h)Checkbox not checked   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
    (i)Checkbox not checked   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
    (j)Checkbox not checked   A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
           please specify the type of institution:
    (k)Checkbox not checked   Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
     
    Item 4.Ownership
    (a)Amount beneficially owned:

    Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 17, 2024, by and among the Issuer, the Reporting Person and Arizona Merger Sub, Inc., a wholly owned subsidiary of Reporting Person ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving the Merger and becoming a wholly-owned subsidiary of the Reporting Person. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Merger Agreement. At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than Common Stock owned by the Reporting Person, Merger Sub or any other direct or indirect wholly owned Subsidiary of the Reporting Person, and in each case not held on behalf of the third parties (collectively, the "Excluded Shares")) was converted into a right to receive $35.75 per share of Common Stock in cash, without interest. At the Effective Time, (i) all shares of Common Stock ceased to be outstanding, were cancelled and ceased to exist and (ii) each Excluded Share ceased to be outstanding and was cancelled without payment of any consideration and ceased to exist. As a result of the consummation of the Merger on December 23, 2024, as of the date hereof, (i) the Reporting Person beneficially owns 0 shares of Common Stock, constituting 0% of the shares of Common Stock and (ii) the Reporting Person became the direct owner of 100 shares of common stock of the Surviving Corporation which represents the only outstanding capital of the Surviving Corporation. On the Closing Date, the NYSE filed with the SEC a notification of removal from listing on Form 25 in order to delist the Common Stock from the NYSE and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Following the effectiveness of the Form 25, the Issuer intends to file with the SEC a Form 15 requesting the termination of registration of the Common Stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to the Common Stock. The foregoing descriptions of the Merger Agreement and the transactions contemplated hereby in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, which was filed by the Issuer as Exhibit 2.1 to the Issuer's Current Report on Form 8-K, dated May 17, 2024, and is incorporated herein by reference.
    (b)Percent of class:

    0  %
    (c)Number of shares as to which the person has:
     (i) Sole power to vote or to direct the vote:

    0

     (ii) Shared power to vote or to direct the vote:

    0

     (iii) Sole power to dispose or to direct the disposition of:

    0

     (iv) Shared power to dispose or to direct the disposition of:

    0

    Item 5.Ownership of 5 Percent or Less of a Class.
     
    Checkbox checked    Ownership of 5 percent or less of a class
    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:
     
    Not Applicable

        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.

     
    Iberdrola, S.A.
     
    Signature:/s/ David Jose Mesonero Molina
    Name/Title:Global Head of Corporate Development
    Date:12/23/2024
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