SEC Form SC 13D/A filed by Ternium S.A. (Amendment)

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

SCHEDULE 13D

 Under the Securities Exchange Act of 1934

 (Amendment No. 7)*

Ternium S.A.

(Name of Issuer)

Ordinary Shares, $1.00 par value per share

(Title of Class of Securities)

880890108

(CUSIP Number)

Fernando J. Mantilla, 26, Boulevard Royal, Ground Floor, L-2449 Luxembourg, Grand-Duchy of Luxembourg

 Telephone: +352 27209600

 (Name, Address and Telephone number of Person Authorized to

 Receive Notices and Communications)

December 13^th, 2021

(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. ☐

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 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).

This Amendment No. 7 amends and supplements the Schedule 13D originally filed on February 11^th, 2011 (this “Amendment No. 7”), as further amended by Amendments No. 1, No. 2, No. 3, No. 4, No. 5 and No. 6, on behalf of RP STAK, SAN FAUSTIN, TECHINT HOLDINGS, TENARIS, TENARIS INVESTMENTS, TEFIN and INVERBAN (as defined thereunder), relating to the Ordinary Shares par value $1 per share issued by Ternium S.A. (the “Ordinary Shares”).

No changes occurred except on the following Items:

Item 2. Identity and Background

This Schedule 13D is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) (collectively, the “Reporting Persons”).

“De Rotterdam” 41^st floor, Wilhelminakade 173 – 3072 AP Rotterdam, The Netherlands.

RP STAK is a private foundation (stichting) organized under the laws of The Netherlands. No person or group of persons controls RP STAK.

26, Boulevard Royal, Ground Floor, L-2449, Luxembourg.

SAN FAUSTIN is a société anonyme (public limited liability company) organized under the laws of the Grand-Duchy of Luxembourg. RP STAK continues to control SAN FAUSTIN (i.e. it continues to have the ability to influence matters affecting, or submitted to a vote of the shareholders of SAN FAUSTIN, including the election of directors and the approval of certain corporate transactions and other matters concerning SAN FAUSTIN’s policies).

26, Boulevard Royal, Ground Floor, L-2449, Luxembourg

TECHINT HOLDINGS is a société à responsabilité limitée (private limited liability company) organized under the laws of the Grand-Duchy of Luxembourg. All of the shares of TECHINT HOLDINGS are held by SAN FAUSTIN.

26, Boulevard Royal, 4^th Floor, L-2449, Luxembourg

TENARIS is a société anonyme (public limited liability company) organized under the laws of the Grand-Duchy of Luxembourg. Approximately 60.4% of the shares of TENARIS are held by TECHINT HOLDINGS.

26, Boulevard Royal, 4^th Floor, L-2449, Luxembourg

TENARIS INVESTMENTS S.À R.L. is a société à responsabilité limitée (private limited liability company) organized under the laws of the Grand-Duchy of Luxembourg. All of the shares of TENARIS INVESTMENTS are held by TENARIS.

23 Recoletos St., 3^rd floor, Madrid 28001, Spain

TEFIN is a public limited liability company, organized under the laws of Spain. All of the shares of TEFIN are held by TECHINT HOLDINGS.

23 Recoletos St., 3^rd floor, Madrid 28001, Spain

Uruguayan Branch: Luis A. de Herrera 1248, Tower III, Office 157, WTC, Montevideo (11300), Uruguay.

INVERBAN is a limited liability company organized under the laws of Spain who may act though its branch registered in Montevideo, Republic of Uruguay. All of the shares of INVERBAN are held by TEFIN.

The name, residence or business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each voting committee member, executive officer, director or legal representative, as applicable, of each Reporting Person are set forth in Schedule I and is incorporated into this Item 2 by reference.

During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, none of the persons listed on Schedule I has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information given by another Reporting Person.

Item 3. Source and Amount of Funds or Other Consideration

INVERBAN acquired during the months of November and December 2021, in several transactions in the open market, 2,015,380 ADRs of the Issuer in the aggregate, corresponding to 20,153,800 Ordinary Shares of the Issuer, for an average price of USD 40.2754 per ADR, which makes an aggregate amount of USD 81,170,295.23.

INVERBAN promptly surrendered the ADRs so acquired to the ADR depositary and withdrew the underlying Ordinary Shares. INVERBAN funded the purchase of the ADRs using cash on hand.

Item 4. Purpose of Transaction

INVERBAN acquired the ADRs of the Issuer disclosed herein based on the belief that the ADRs, when acquired, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of ADRs of the Issuer at prices that would make the purchase of such securities desirable, the Reporting Persons may endeavor from time to time to increase their position in the Issuer through, among other things, the purchase of ADRs of the Issuer in the open market, in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

Except as otherwise described in this item 4, none of the Reporting Persons currently has any plans or proposals which relate to or would result in any of the actions listed in subparagraphs (a) through (j) of item 4 of Schedule13D.

Item 5. Interest in Securities of the Issuer

SAN FAUSTIN. See items (7) through (11) and (13) on page 3

TECHINT HOLDINGS. See items (7) through (11) and (13) on page 4

TENARIS. See items (7) through (11) and (13) on page 5

TENARIS INVESTMENTS. See items (7) through (11) and (13) on page 6

TEFIN. See items (7) through (11) and (13) on page 7

INVERBAN. See items (7) through (11) and (13) on page 8

Information on Item (13) of each Reporting Person is based on the issued Ordinary Shares of the Issuer.

(c) Except as described in Item 3 of this Amendment No. 7 of Schedule 13D of Ternium S.A. and in Item 3 of Amendment No. 6, dated November 23rd, 2021, there have been no transactions in Ordinary Shares effected by the Reporting Persons or, to the best of the Reporting Person’s knowledge, any person or entity identified on Schedule I hereto, during the last 60 days.

(d) Not applicable.

(e) Not applicable.

Schedule I

ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN

MANAGEMENT

VOTING COMMITTEE

SAN FAUSTIN S.A.

BOARD OF DIRECTORS

OFFICERS

TECHINT HOLDINGS S.à r.l.

BOARD OF DIRECTORS

TENARIS S.A.

BOARD OF DIRECTORS

OFFICERS

TENARIS INVESTMENTS S.à r.l.

BOARD OF MANAGERS

TECHINT FINANCIAL SERVICES S.L. (Unipersonal)

BOARD OF DIRECTORS

OFFICERS

INVERBAN INVESTMENTS S.L. (Unipersonal)

BOARD OF DIRECTORS

OFFICERS

URUGUAYAN BRANCH: LEGAL REPRESENTATIVES

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN to sign this statement, certify that the information set forth in this statement is true, complete and correct.

Pursuant to Rule 13d-1(k)(1), the undersigned joins in the filing of this Amendment No. 7 to Schedule 13D on his own behalf and on behalf of SAN FAUSTIN S.A., TECHINT HOLDINGS S.À R.L., TENARIS S.A., TENARIS INVESTMENTS S.À R.L., TECHINT FINANCIAL SERVICES S.L. (Unipersonal) and INVERBAN INVESTMENTS S.L. (Unipersonal).

December 15^th, 2021

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by SAN FAUSTIN S.A. to sign this statement, certify that the information set forth in this statement is true, complete and correct.

Pursuant to Rule 13d - 1(k)(1), the undersigned joins in the filing of this Amendment No. 7 to Schedule 13D on his own behalf and on behalf of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, TECHINT HOLDINGS S.À R.L., TENARIS S.A., TENARIS INVESTMENTS S.À R.L., TECHINT FINANCIAL SERVICES S.L. (Unipersonal) and INVERBAN INVESTMENTS S.L. (Unipersonal).

December 15^th, 2021

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by TECHINT HOLDINGS S.À R.L. to sign this statement, certify that the information set forth in this statement is true, complete and correct.

Pursuant to Rule 13d-1(k)(1), the undersigned joins in the filing of this Amendment No. 7 to Schedule 13D on his own behalf and on behalf of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, SAN FAUSTIN S.A., TENARIS S.A., TENARIS INVESTMENTS S.À R.L., TECHINT FINANCIAL SERVICES S.L. (Unipersonal) and INVERBAN INVESTMENTS S.L. (Unipersonal).

December 15^th, 2021

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by TENARIS S.A. to sign this statement, certify that the information set forth in this statement is true, complete and correct.

Pursuant to Rule 13d -1(k)(1), the undersigned joins in the filing of this Amendment No. 7 to Schedule 13D on his own behalf and on behalf of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, SAN FAUSTIN S.A., TECHINT HOLDINGS S.À R.L., TENARIS INVESTMENTS S.À R.L., TECHINT FINANCIAL SERVICES S.L. (Unipersonal) and INVERBAN INVESTMENTS S.L. (Unipersonal).

December 15^th, 2021

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by TENARIS INVESTMENTS S.À R.L. to sign this statement, certify that the information set forth in this statement is true, complete and correct.

Pursuant to Rule 13d -1(k)(1), the undersigned joins in the filing of this Amendment No. 7 to Schedule 13D on his own behalf and on behalf of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, SAN FAUSTIN S.A., TECHINT HOLDINGS S.À R.L., TENARIS S.A., TECHINT FINANCIAL SERVICES S.L. (Unipersonal) and INVERBAN INVESTMENTS S.L. (Unipersonal).

December 15^th, 2021

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by TECHINT FINANCIAL SERVICES S.L. (Unipersonal) to sign this statement, certify that the information set forth in this statement is true, complete and correct.

Pursuant to Rule 13d -1(k)(1), the undersigned joins in the filing of this Amendment No. 7 to Schedule 13D on his own behalf and on behalf of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, SAN FAUSTIN S.A., TECHINT HOLDINGS S.À R.L., TENARIS S.A., TENARIS INVESTMENTS S.À R.L. and INVERBAN INVESTMENTS S.L. (Unipersonal).

December 15^th, 2021

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by INVERBAN INVESTMENTS S.L. (Unipersonal) to sign this statement, certify that the information set forth in this statement is true, complete and correct.

Pursuant to Rule 13d -1(k)(1), the undersigned joins in the filing of this Amendment No. 7 to Schedule 13D on his own behalf and on behalf of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, SAN FAUSTIN S.A., TECHINT HOLDINGS S.À R.L., TENARIS S.A., TENARIS INVESTMENTS S.À R.L. and TECHINT FINANCIAL SERVICES S.L. (Unipersonal).

December 15^th, 2021

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