SEC Form SC 13D/A filed by MasTec Inc. (Amendment)

SEC Form SC 13D/A filed by MasTec Inc. (Amendment)

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Amendment: SEC Form SC 13D/A filed by MasTec Inc.

Amendment: SEC Form SC 13D/A filed by MasTec Inc.

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SC 13D/A 1 d441141dsc13da.htm SC 13D/A SC 13D/A

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Act of 1934

(Amendment No. 2)

MasTec, Inc.

(Name of Issuer)

Common Stock, Par Value $.10 Per Share

(Title of Class of Securities)

576323109

(CUSIP Number)

Jose Mas

MasTec, Inc.

800 S. Douglas Road, 12th Floor

Miami, Florida 33134

(305) 599-1800

(Name, address and telephone number of person authorized to receive notices and communications)

January 10, 2023

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	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 the 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 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)


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Jose Mas
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS 00
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Jose Ramon Mas Holdings I, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS 00
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Florida


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Jose Ramon Mas Holdings, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS 00
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Florida


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Jorge Mas Irrevocable Family Trust
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS 00
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Florida


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Jose Ramon Mas Irrevocable Family Trust
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS 00
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Florida


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Mas Equity Partners III, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS 00
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Mas Family Foundation Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS 00
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Florida

AMENDMENT NO. 2 TO SCHEDULE 13D

This Amendment No. 2 to Schedule 13D is filed jointly on behalf of Jose Mas, Jose Ramon Mas Holdings I, LLC (“JM Holdings I”), Jose Ramon Mas Holdings, LLC (“JM Holdings”), Jorge Mas Irrevocable Family Trust (“JM Trust”), Jose Ramon Mas Irrevocable Family Trust (“JR Trust”), Mas Equity Partners III, LLC (“Mas Partners III”), and Mas Family Foundation Inc. (“Family Foundation”) (collectively, the “Reporting Persons”). This Amendment No. 2 to Schedule 13D amends and updates the statements on Schedule 13D previously filed on December 9, 2015, as amended on November 19, 2019, with respect to the Common Stock, $.10 par value (the “Shares” or “Common Stock”) of MasTec, Inc., a Florida corporation (the “Issuer”).

ITEM 4.

Purpose of Transaction.

The purpose of this filing to is report the following events:

(i)

entry by Jose Mas on November 28, 2022 into an amendment (the “Amendment”) to the prepaid variable forward sale contract entered into by Jose Mas with an unaffiliated party on November 19, 2019 (the “JR 2019 Prepaid Forward Contract,” and, as amended, the “Prepaid Forward Contract”). The Amendment relates to a reduction in the number of shares covered by the 2019 Prepaid Forward Contract to 387,500 Shares, divided into thirty components split into two tranches (each, a “Tranche”) of fifteen components each, and amends the Floor Price (as defined below) and Cap Price (as defined below), which were determined based on the volume weighted average price of MasTec Inc.’s common stock for a specified period ended on January 10, 2023; and

(ii)

entry by the JR Trust on November 2022 into an agreement (the “Unwind Agreement”) to terminate the prepaid variable forward sale contract entered into by the JR Trust with the unaffiliated party on November 19, 2019 with respect to all 212,500 shares covered thereby, with the JR Trust retaining ownership of all such shares.

The Prepaid Forward Contract provides for the settlement of the transaction, at the option of Jose Mas, in cash or in Shares. At settlement Jose Mas will be obligated to deliver to the buyer, on the applicable date in August or September 2024 or 2025 for the applicable component (each, a “Settlement Date”) in the first (“Tranche 1”) or second (“Tranche 2”) Tranche, as applicable, at Jose Mas’s option, up to one hundred percent (100%) of the number of Shares pledged for such component or an equivalent amount of cash. Jose Mas and the JR Trust entered into the JR 2019 Prepaid Forward Contract and JR Trust 2019 Prepaid Forward Contract to provide funds for investment in the Miami Major League Soccer franchise. For more information on the terms of the Prepaid Forward Contract, please see Item 6 below.

ITEM 5.

Interest in Securities of the Issuer.


Name and Title of Beneficial Owner	Number of Outstanding Shares Beneficially Owned			Percentage of Outstanding Shares of Common Stock(1)
Jose Mas		6,079,185	(2)(3)		7.7	%
JM Holdings I		1,280,688			1.6	%
JM Holdings		1,280,688			1.6	%
JM Trust		848,941			1.1	%
JR Trust		425,000			0.5	%
Mas Partners III		276,000			0.4	%
Family Foundation		100,000			0.1	%

(1)	The percentage of beneficial ownership is based upon 78,609,516 shares of Common Stock outstanding as of November 30, 2022.

(2)

The shares beneficially owned by Jose Mas include: 3,148,556 shares owned by Jose Mas individually, 1,280,688 shares owned by JM Holdings I, which is controlled by JM Holdings, of which Jose Mas is the sole member; 848,941 shares owned by the JM Trust of which Jose Mas is a trustee, 425,000 shares owned by the JR Trust of which Patricia Mas, the wife of Jose Mas, is a trustee, 276,000 shares owned by Mas Partners III, a Delaware limited liability company, in which Jose Mas is a member; and 100,000 shares owned by the Family Foundation, a Florida not-for-profit corporation, of which Jose Mas is the secretary and a member of the Board of Directors. Jose Mas disclaims beneficial ownership of all shares of common stock held by the JM Trust, the JR Trust and the Family Foundation, except, in each case, to the extent of his pecuniary interest therein.

(3)	387,500 shares of Common Stock owned by Jose Mas individually are subject to the Prepaid Forward Contract and are pledged as collateral to secure Jose Mas’s obligations under such Prepaid Forward Contract.

The Reporting Person’s responses to cover page Items 7 through 10 of this 13D are hereby incorporated by reference in this Item 5.

ITEM 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

387,500 Shares owned by Jose Mas are covered by the Prepaid Forward Contract. The Prepaid Forward Contract obligates Jose Mas to deliver to the buyer under the Prepaid Forward Contract, on each Settlement Date, at Jose Mas’s option, up to one hundred percent (100%) of the number of Shares pledged for the applicable component or an equivalent amount of cash. Jose Mas pledged an aggregate of 387,500 shares (the “Pledged Shares”) of MasTec, Inc. common stock to secure his obligations under the Prepaid Forward Contract, and currently retains ownership and voting rights in the Pledged Shares during the term of the pledge. The number of Shares to be potentially delivered to the buyer on each Settlement Date (or on which to base the amount of cash to be delivered to the buyer on such Settlement Date) is to be determined as follows: (a) if the volume-weighted average price of Shares on the designated valuation date for the applicable component (each, a “Settlement Price”) is less than or equal to $78.5147 (the “Floor Price”), Jose Mas will deliver to the buyer all of the Pledged Shares for the applicable component; (b) if such Settlement Price is greater than the Floor Price but less than or equal to $124.7512 (the “Tranche 1 Cap Price”) in the case of a component in Tranche 1 or $136.9646 (the “Tranche 2 Cap Price,” and each of the Tranche 1 Cap Price and Tranche 2 Cap Price, a “Cap Price”) in the case of a component in Tranche 2, Jose Mas will deliver to the buyer a number of Shares equal to one hundred percent (100%) of the Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is such Settlement Price and (c) if such Settlement Price is greater than the Tranche 1 Cap Price in the case of a component in Tranche 1 or greater than the Tranche 2 Cap Price in the case of a component in Tranche 2, Jose Mas will deliver to the buyer the number of Shares equal to one hundred percent (100%) of Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price plus the excess of such Settlement Price over the applicable Cap Price, and the denominator of which is such Settlement Price. Except as set forth above, Jose Mas retains beneficial ownership of the Pledged Shares and rights related thereto, including voting power with respect thereto.

ITEM 7.

Material to be Filed as Exhibits


Exhibit Number		Description

99.1		Variable Share Forward Transaction Partial Unwind and Amendment Agreement dated November 28, 2022 by and between Jose Ramon Mas and Bank of America, N.A.

99.2		Unwind Agreement dated November 28, 2022 by and between Jorge Mas, in his capacity as Trustee of the Jose Ramon Mas Irrevocable Family Trust, and Bank of America, N.A.

SIGNATURES

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.

EXECUTED as of this 13th day of January, 2023.


		/s/ Jose Mas
Name: Jose Mas

JOSE RAMON MAS HOLDINGS I, LLC

By: Jose Ramon Mas Holdings, LLC

By:		/s/ Jose Mas
Name:		Jose Mas
Title:		Manager

JOSE RAMON MAS HOLDINGS, LLC

By:		/s/ Jose Mas
Name:		Jose Mas
Title:		Manager

JOSE RAMON MAS IRREVOCABLE FAMILY TRUST

By:		/s/ Jorge Mas
Name:		Jorge Mas
Title:		Trustee

JORGE MAS IRREVOCABLE FAMILY TRUST

By:		/s/ Jose Mas
Name:		Jose Mas
Title:		Trustee

MAS EQUITY PARTNERS III, LLC

By:		/s/ Jose Mas
Name:		Jose Mas
Title:		Member

MAS FAMILY FOUNDATION INC.

By:		/s/ Jose Mas
Name:		Jose Mas
Title:		Secretary

EXHIBIT INDEX


Exhibit Number		Description

99.1		Variable Share Forward Transaction Partial Unwind and Amendment Agreement dated November 28, 2022 by and between Jose Ramon Mas and Bank of America, N.A.

99.2		Unwind Agreement dated November 28, 2022 by and between Jorge Mas, in his capacity as Trustee of the Jose Ramon Mas Irrevocable Family Trust, and Bank of America, N.A.

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Date	Price Target	Rating	Analyst
11/4/2024	$115.00 → $160.00	Buy	TD Cowen
10/7/2024	$153.00	Overweight	JP Morgan
5/6/2024	$105.00 → $110.00	Buy	TD Cowen
3/14/2024	$96.00	Hold	Truist
3/4/2024	$50.00 → $96.00	Hold → Buy	Craig Hallum
3/4/2024	$85.00 → $105.00	Outperform	TD Cowen
1/16/2024	$57.00 → $75.00	Outperform → Neutral	Robert W. Baird
1/10/2024	$92.00	Overweight	KeyBanc Capital Markets

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

4,429,244

SHARED VOTING POWER

1,649,941

SOLE DISPOSITIVE POWER

4,429,244

SHARED DISPOSITIVE POWER

1,649,941