SEC Form SC 13G/A filed by Mission Produce Inc. (Amendment)

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.

  Name of Reporting Person:

  Luis A. Gonzalez

  Check the Appropriate Box if a Member of Group (See Instructions):

  (a)  ☐        (b)  ☐

  SEC Use Only:

  Citizenship or Place of Organization:

  Peru and Italy

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With:

  Sole Voting Power:

  11,852 (1)

  Shared Voting Power:

  9,648,936 (2)

  Sole Dispositive Power:

  11,852 (1)

  Shared Dispositive Power:

  9,648,936 (2)

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  9,660,788

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares:

  ☐

  Percent of Class Represented By Amount In Row (9):

  13.7% (3)

  Type of Reporting Person:

  IN

Does not include 8,124 shares of common stock subject to RSUs held by Mr. Gonzalez that are not exercisable within 60 days of 12/31/2022.

Represents (i) 13,776 shares held by Ms. Vallejos Hinojosa, the spouse of Mr. Gonzalez, (ii) 365,000 shares held by each of three affiliated corporations referred to as Corp SA 1, Corp SA 2 and Corp SA 3, (iii) 135,00 shares held by an affiliated corporation referred to as Corp SA 4, and (iv) 8,405,160 shares held by Beldar Enterprises. Mr. Gonzalez and Ms. Vallejos Hinojosa indirectly share power to vote and dispose all of the shares held by these entities. Mr. Gonzalez and Ms. Vallejos Hinojosa have shared pecuniary interest during their lifetimes in the shares held by Corp SA1, Corp SA2, Corp SA3 and Corp SA4, corporations organized under the laws of Panama. Ms. Vallejos Hinojosa has full pecuniary interest in the shares held by Beldar Enterprises. Mr. Gonzalez does not have any direct pecuniary interest in the shares held by Beldar Enterprises and disclaims beneficial interest in such shares.

Based on 70,669,535 outstanding shares of common stock as of 12/31/2022.

  Name of Reporting Person:

  Rosario del Pilar Vallejos Hinojosa

  Check the Appropriate Box if a Member of Group (See Instructions):

  (a)  ☐        (b)  ☐

  SEC Use Only:

  Citizenship or Place of Organization:

  Peru

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With:

  Sole Voting Power:

  0

  Shared Voting Power:

  9,648,936 (1)

  Sole Dispositive Power:

  0

  Shared Dispositive Power:

  9,648,936 (1)

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  9,648,936

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares:

  ☐

  Percent of Class Represented By Amount In Row (9):

  13.7% (2)

  Type of Reporting Person:

  IN

Represents (i) 13,776 shares held by Ms. Vallejos Hinojosa, (ii) 365,000 shares held by each of three affiliated corporations referred to as Corp SA 1, Corp SA 2 and Corp SA 3, (iii) 135,00 shares held by an affiliated corporation referred to as Corp SA 4, and (iv) 8,405,160 shares held by Beldar Enterprises. Mr. Gonzalez and Ms. Vallejos Hinojosa indirectly share power to vote and dispose all of the shares held by these entities. Mr. Gonzalez and Ms. Vallejos Hinojosa have shared pecuniary interest during their lifetimes in the shares held by Corp SA1, Corp SA2, Corp SA3 and Corp SA4, corporations organized under the laws of Panama. Ms. Vallejos Hinojosa has full pecuniary interest in the shares held by Beldar Enterprises. Mr. Gonzalez does not have any direct pecuniary interest in the shares held by Beldar Enterprises and disclaims beneficial interest in such shares.

Based on 70,669,535 outstanding shares of common stock as of 12/31/2022.

Item 1.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Item 2.

Name of Person Filing:

Address or Principal Business Office or, if none, Residence:

Citizenship or Place of Organization:

Title of Class of Securities:

CUSIP Number:

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:

Ownership:

(a)   Amount beneficially owned:

(b)   Percent of class:

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

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

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

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

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

Based on 70,669,535 shares of common stock outstanding as of 12/31/2022.

Mr. Gonzalez does not have any direct pecuniary interest in the 8,405,160 shares held by Beldar Enterprises and disclaims beneficial interest in such shares.

Ownership of Less of a Class:

Ownership of More Than Five Percent on Behalf of Another Person:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Identification and Classification of Members of the Group:

Notice of Dissolution of Group:

Certifications:

/s/ Luis A. Gonzalez

/s/ Rosario del Pilar Vallejos Hinojosa