SEC Form SC 13D/A filed by Telecom Argentina SA (Amendment)

Under the Securities Exchange Act of 1934
(Amendment No. 9)*

TELECOM ARGENTINA S.A.

(Name of Issuer)

CLASS B ORDINARY SHARES

AMERICAN DEPOSITARY SHARES, REPRESENTING CLASS B ORDINARY SHARES

(Title of Class of Securities)

879273209

(CUSIP Number)

Sebastián Bardengo

Cablevisión Holding S.A.

Tacuarí 1842, 4th. Floor

(1139) Buenos Aires, Argentina

Telephone: +54 11 4309 3417

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

With a copy to:

Juan G. Giráldez, Esq.

Emilio Minvielle, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

(212) 225-2208

February 17, 2022

(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 sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240. 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 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 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

(1) Amount consists of 606,489,308 Class D Shares.

(2) Amount consists of 235,177,350 Class A Shares contributed by Fintech and 235,177,350 Class D Shares contributed by VLG to the Voting Trust.

(3) Amount consists of 841,666,658 Class D Shares.

(4) Amount consists of 841,666,658 Class D Shares and 235,177,350 Class A Shares.

(5) Calculated over 627,953,887 Class B Shares and 1,076,844,008 Class A and Class D Shares beneficially owned by the Reporting Person. The 1,076,844,008 Class A and Class D Shares beneficially owned by the Reporting Person represent 50.0000001% of the total capital stock of the Issuer. The Reporting Person does not hold Class B Shares.

(1) Amount consists of 606,489,308 Class D Shares.

(2) Amount consists of 235,177,350 Class A Shares contributed by Fintech and 235,177,350 Class D Shares contributed by VLG to the Voting Trust.

(3) Amount consists of 841,666,658 Class D Shares.

(4) Amount consists of 841,666,658 Class D Shares and 235,177,350 Class A Shares.

(5) Calculated over 627,953,887 Class B Shares and 1,076,844,008 Class A and Class D Shares beneficially owned by the Reporting Person. The 1,076,844,008 Class A and Class D Shares beneficially owned by the Reporting Person represent 50.0000001% of the total capital stock of the Issuer. The Reporting Person does not hold Class B Shares.

(1) Amount consists of 199,732,125 Class D Shares.

(2) Calculated over 627,953,887 Class B Shares and 199,732,125 Class D Shares beneficially owned by the Reporting Person. The 199,732,125 Class D Shares beneficially owned by the Reporting Person represent 9.27% of the total capital stock of the Issuer. The Reporting Person does not hold Class B Shares.

Item 1.  Security and Issuer

This Amendment No. 9 (the “Ninth Amendment”) amends the Schedule 13D filed with the Securities and Exchange Commission on January 2, 2018, as amended (the “Schedule 13D”), by the Reporting Persons (as defined in the Schedule 13D), with respect to the Class B shares, Ps. 1.00 par value per share (the “Class B Shares” or the “Shares”) of Telecom Argentina S.A. (the “Issuer” or “Telecom Argentina”), a portion of which is represented by American Depositary Shares (“ADSs”) which are traded on the New York Stock Exchange (the “NYSE”). The principal executive offices of the Issuer are located at Alicia Moreau de Justo 50, 10th floor, 1107 Buenos Aires, Argentina. This Ninth Amendment should be read in conjunction with, and is qualified in its entirety by reference to, the Schedule 13D. Except as disclosed in and expressly amended by this Ninth Amendment, all information set forth in the Schedule 13D is hereby unaffected. All capitalized terms used in this Ninth Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.

Item 4.  Purpose of Transaction

The description contained herein supplements Item 4 in the Schedule 13D and should be read in connection therewith:

On February 17, 2022, the Argentine Supreme Court of Justice dismissed the direct appeal filed by the Comisión Nacional de Valores (“CNV”) in the case “Burgueño, Daniel Fernando a/ EN-CNV a/ Legal Proceeding (Proceso de Conocimiento)” (Docket 33,763/2019), against the resolution rendered by the Chamber V of the Federal Court of Appeals on Administrative Litigation Matters rejecting the extraordinary appeal petition filed by the CNV.

The resolution of the Chamber V of the Federal Court of Appeals on Administrative Litigation Matters in the case “Burgueño, Daniel Fernando a/ EN-CNV a/ Legal Proceeding (Proceso de Conocimiento)” (the “Resolution”) had confirmed the ruling issued by the Court of First Instance in favor of the complaint brought by a shareholder of Cablevisión Holding S.A. (“CVH”), Mr. Daniel Fernando Burgueño. The Resolution confirmed that CVH’s obligation to conduct a tender offer to acquire the Shares as a result of the change of control in the Issuer terminated upon the issuance by the CNV of Resolution No. 779/2018 regulating Law No. 26,831, specifically Article 32, paragraph k) thereof; ordered the CNV to deem the proceedings initiated by CVH with the CNV in connection with the tender offer concluded; and informed CVH that it must cease the proceedings it had initiated in connection with the tender offer. CVH will adopt all measures aimed at complying with the abovementioned judgment (including taking all corporate action as may be necessary in furtherance of the termination of the tender offer) in due course.

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: February 23, 2022