SEC Form SC 13G/A filed

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

PAMPA ENERGÍA S.A.

(Name of Issuer)

Common Shares, par value Ps.1.00 per share

American Depositary Shares, each representing 25 Common Shares

(Title of Class of Securities)

American Depositary Shares: 697660207**

(CUSIP Number)

December 31, 2020

(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)

☐ Rule 13d-1(d)

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.

CUSIP No. 697660207 (American Depositary Shares)

CUSIP No. 697660207 (American Depositary Shares)

CUSIP No. 697660207 (American Depositary Shares)

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the statement on Schedule 13G initially filed on September 5, 2019 by Braslyn Ltd. (“Braslyn”), Hidden Lake S.A. (“Hidden Lake”) and Joe Lewis, as amended by Amendment No. 1 filed on February 14, 2020 and Amendment No. 2 filed on July 7, 2020 (together, the “Original Filing”). The Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 3. Capitalized terms used and not defined in this Amendment No. 3 have the meanings set forth in the Original Filing, as amended.

Item 4. Ownership.

(a) Amount beneficially owned:

Braslyn and Joe Lewis beneficially own 19 ADSs, representing 475 Common Shares. Hidden Lake and Joe Lewis beneficially own 73,030,249 Common Shares. The Reporting Persons beneficially own the equivalent of 73,030,724 Common Shares.

(b) Percent of class:

The Common Shares underlying the ADSs beneficially owned by Braslyn and Joe Lewis represent 0.0% of the Issuer’s outstanding Common Shares. The Common Shares beneficially owned by Hidden Lake and Joe Lewis represent 5.0% of the Issuer’s outstanding Common Shares. The Reporting Persons may be deemed to beneficially own in the aggregate 5.0% of the Issuer’s outstanding Common Shares. All percentages are based on 1,455,501,255 Common Shares stated to be outstanding as of November 11, 2020 by the Issuer on its website.

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

Braslyn, Hidden Lake and Joe Lewis do not have the sole power to vote or to direct the vote of any ADSs or Common Shares.

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

Braslyn and Joe Lewis have shared voting power with respect to the 19 ADSs, which represent 475 Common Shares, they beneficially own. Hidden Lake and Joe Lewis have shared voting power with respect to the 73,030,249 Common Shares they beneficially own.

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

Braslyn, Hidden Lake and Joe Lewis do not have the sole power to dispose or to direct the disposition of any Common Shares.

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

Braslyn and Joe Lewis have shared dispositive power with respect to the 19 ADSs, which represent 475 Common Shares, they beneficially own. Hidden Lake and Joe Lewis have shared dispositive power with respect to the 73,030,249 Common Shares they beneficially own.

Item 10. Certification.

(c) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Exhibits

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 16, 2021