UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c),
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
Ferrovial SE
(Name of Issuer)
Ordinary shares, par value EUR 0.01 per share
(Title of Class of Securities)
N3168P101
(CUSIP Number)
September 30, 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:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
| * | 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 in 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).
| CUSIP No. N3168P101 | Schedule 13G | Page 2 of 7 |
|
1
|
NAME OF REPORTING PERSONS
Rafael del Pino Calvo-Sotelo | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a) | ¨ | |
| (b) | ¨ | |
|
3
|
SEC USE ONLY
| |
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Spanish | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
153,566,051 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
153,566,051 |
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 153,566,051 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | |
| ¨ | ||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 21.3% | |
|
12
|
TYPE OF REPORTING PERSON IN | |
| CUSIP No. N3168P101 | Schedule 13G | Page 3 of 7 |
|
1
|
NAME OF REPORTING PERSONS
Rijn Capital SARL | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a) | ¨ | |
| (b) | ¨ | |
|
3
|
SEC USE ONLY
| |
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
153,566,051 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
153,566,051 |
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 153,566,051 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | |
| ¨ | ||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 21.3% | |
|
12
|
TYPE OF REPORTING PERSON OO (limited liability company)
| |
| CUSIP No. N3168P101 | Schedule 13G | Page 4 of 7 |
| Item 1(a). | Name of Issuer |
Ferrovial SE (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices |
Gustav Mahlerplein 61-63
Symphony Towers, 14th Floor
1082 MS Amsterdam
The Netherlands
Tel: +31 20798 37 02
| Item 2(a). | Name of Persons Filing |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Rafael del Pino Calvo-Sotelo
Rijn Capital SARL
| Item 2(b). | Address of Principal Business Office or, if none, Residence |
The principal business address for each of the Reporting Persons is:
Gustav Mahlerplein 61-63
Symphony Towers, 14th Floor
1082 MS Amsterdam
The Netherlands
Tel: +31 20798 37 02
| Item 2(c). | Citizenship |
Rafael del Pino Calvo-Sotelo is a citizen of Spain. Rijn Capital SARL is organized under the laws of Luxembourg
| Item 2(d). | Title of Class of Securities |
Ordinary shares, par value EUR 0.01 per share (the “Ordinary Shares”)
| Item 2(e). | CUSIP Number |
N3168P101
| 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: |
Not applicable.
| CUSIP No. N3168P101 | Schedule 13G | Page 5 of 7 |
| Item 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Ordinary Shares of the Issuer as of September 30, 2024, based upon 719,577,539 Ordinary Shares outstanding as of September 30, 2024.
| Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole power to dispose or to direct the disposition of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
| Rafael del Pino Calvo-Sotelo | 153,566,051 | 21.3 | % | 0 | 153,566,051 | 0 | 153,566,051 | |||||||||||||||||
| Rijn Capital SARL | 153,566,051 | 21.3 | % | 0 | 153,566,051 | 0 | 153,566,051 | |||||||||||||||||
The Ordinary Shares are held of record by Rijn Capital SARL, of which Rafael del Pino Calvo-Sotelo is the majority shareholder. As a result, Rafael del Pino Calvo-Sotelo may be deemed to share beneficial ownership over the securities held of record by Rijn Capital SARL.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not Applicable
| Item 6. | Ownership of More than Five 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. |
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. | Certification |
Not applicable.
| CUSIP No. N3168P101 | Schedule 13G | Page 6 of 7 |
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: November 1, 2024
| /s/ Rafael del Pino Calvo-Sotelo | ||
| Rafael del Pino Calvo-Sotelo | ||
| Rijn Capital SARL | ||
| By: | /s/ Rafael del Pino Fernández-Fontecha | |
| Name: | Rafael del Pino Fernández-Fontecha | |
| Title: | Daily manager | |
| CUSIP No. N3168P101 | Schedule 13G | Page 7 of 7 |
LIST OF EXHIBITS
| Exhibit No. | Description |
| 99 | Joint Filing Agreement. |