UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE
13D
Under the Securities Exchange Act of 1934
(Amendment No. 35)
América Móvil, S.A.B. de C.V. (the “Issuer”)
(Name of Issuer)
American Depositary Shares (“L Share ADSs”), each representing 20 Series L Shares (“L Shares”)
American Depositary Shares (“A Share ADSs”), each representing 20 Series A Shares (“A Shares”)
(Title of Class of Securities)
02364W105 for L Share ADSs1
02364W204 for A Share ADSs2
(CUSIP Number)
Raúl
Humberto Zepeda Ruíz
Paseo de las Palmas No. 750-7
Colonia Lomas de Chapultepec,
México 11000, Distrito Federal
(5255) 5625-4900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 27, 2014
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
(Continued on the following pages)
(Page 1 of 23 Pages)
1 CUSIP number is for the L Share ADSs only. No CUSIP number exists for the underlying L Shares since such shares are not traded in the United States.
2 CUSIP number is for the A Share ADSs only. No CUSIP number exists for the underlying A Shares since such shares are not traded in the United States.
| CUSIP No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 2 of 23 Pages |
| 1 |
NAMES OF REPORTING PERSONS Carlos Slim Helú | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS AF (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES | 7 |
SOLE VOTING POWER 4,950,586,338 L Shares (See Item 5) | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER 535 A Shares and 10,602,183,653 L Shares (See Item 5) | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER 4,950,586,338 L Shares (See Item 5) | |
| WITH | 10 |
SHARED DISPOSITIVE POWER 535 A Shares and 10,602,183,653 L Shares (See Item 5) | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 535 A Shares and 15,552,769,991 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☒ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% of A Shares and 28.4% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON IN | ||
| CUSIP No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 3 of 23 Pages |
| 1 |
NAMES OF REPORTING PERSONS Carlos Slim Domit | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS AF (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES | 7 |
SOLE VOTING POWER 2,213,920,468 L Shares (See Item 5) | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER 535 A Shares and 19,005,859,320 L Shares (See Item 5) | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER 2,213,920,468 L Shares (See Item 5) | |
| WITH | 10 |
SHARED DISPOSITIVE POWER 535 A Shares and 19,005,859,320 L Shares (See Item 5) | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 535 A Shares and 20,572,791,230 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☒ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% of A Shares and 37.5% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON IN | ||
| CUSIP No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 4 of 23 Pages |
| 1 |
NAMES OF REPORTING PERSONS Marco Antonio Slim Domit | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS AF (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES | 7 |
SOLE VOTING POWER 2,216,241,246 L Shares (See Item 5) | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER 535 A Shares and 19,005,859,320 L Shares (See Item 5) | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER 2,216,241,246 L Shares (See Item 5) | |
| WITH | 10 |
SHARED DISPOSITIVE POWER 535 A Shares and 19,005,859,320 L Shares (See Item 5) | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 535 A Shares and 20,575,112,008 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☒ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% of A Shares and 37.5% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON IN | ||
| CUSIP No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 5 of 23 Pages |
| 1 |
NAMES OF REPORTING PERSONS Patrick Slim Domit | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS AF (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES | 7 |
SOLE VOTING POWER 1,182,954,921 L Shares (See Item 5) | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER 535 A Shares and 19,005,859,320 L Shares (See Item 5) | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER 1,182,954,921 L Shares (See Item 5) | |
| WITH | 10 |
SHARED DISPOSITIVE POWER 535 A Shares and 19,005,859,320 L Shares (See Item 5) | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 535 A Shares and 19,865,319,962 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☒ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% of A Shares and 36.2% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON IN | ||
| CUSIP No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 6 of 23 Pages |
| 1 |
NAMES OF REPORTING PERSONS María Soumaya Slim Domit | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS AF (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES | 7 |
SOLE VOTING POWER 756,183,598 L Shares (See Item 5) | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER 535 A Shares and 19,005,859,320 L Shares (See Item 5) | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER 756,183,598 L Shares (See Item 5) | |
| WITH | 10 |
SHARED DISPOSITIVE POWER 535 A Shares and 19,005,859,320 L Shares (See Item 5) | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 535 A Shares and 19,762,042,918 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☒ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% of A Shares and 36.0% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON IN | ||
| CUSIP No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 7 of 23 Pages |
| 1 |
NAMES OF REPORTING PERSONS Vanessa Paola Slim Domit | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS AF (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES | 7 |
SOLE VOTING POWER 891,695,928 L Shares (See Item 5) | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER 535 A Shares and 19,005,859,320 L Shares (See Item 5) | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER 891,695,928 L Shares (See Item 5) | |
| WITH | 10 |
SHARED DISPOSITIVE POWER 535 A Shares and 19,005,859,320 L Shares (See Item 5) | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 535 A Shares and 19,874,745,254 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☒ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% of A Shares and 36.3% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON IN | ||
| CUSIP No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 8 of 23 Pages |
| 1 |
NAMES OF REPORTING PERSONS Johanna Monique Slim Domit | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS AF (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES | 7 |
SOLE VOTING POWER 917,057,873 L Shares (See Item 5) | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER 535 A Shares and 19,005,859,320 L Shares (See Item 5) | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER 917,057,873 L Shares (See Item 5) | |
| WITH | 10 |
SHARED DISPOSITIVE POWER 535 A Shares and 19,005,859,320 L Shares (See Item 5) | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 535 A Shares and 19,883,518,251 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☒ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% of A Shares and 36.3% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON IN | ||
| CUSIP No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 9 of 23 Pages |
| 1 |
NAMES OF REPORTING PERSONS Grupo Financiero Inbursa, S.A.B. de C.V. (“GFI”) | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS WC and AF (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES | 7 |
SOLE VOTING POWER -0- | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER 535 A Shares and 1,013,944,393 L Shares (See Item 5) | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER -0- | |
| WITH | 10 |
SHARED DISPOSITIVE POWER 535 A Shares and 1,013,944,393 L Shares (See Item 5) | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 535 A Shares and 1,013,944,928 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% of A Shares and 1.8% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON HC | ||
| CUSIP No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 10 of 23 Pages |
| 1 |
NAMES OF REPORTING PERSONS Inmobiliaria Carso, S.A. de C.V. (“Inmobiliaria Carso”) | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS WC (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES | 7 |
SOLE VOTING POWER -0- | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER 9,588,238,725 L Shares (See Item 5) | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER -0- | |
| WITH | 10 |
SHARED DISPOSITIVE POWER 9,588,238,725 L Shares (See Item 5) | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,588,238,725 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.5% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON CO | ||
| CUSIP No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 11of 23 Pages |
| 1 |
NAMES OF REPORTING PERSONS Trust No. F/0008 (the “Telmex Trust”) | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS WC (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES | 7 |
SOLE VOTING POWER 1,575,020,348 L Shares (See Item 5) | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER -0- | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER 1,575,020,348 L Shares (See Item 5) | |
| WITH | 10 |
SHARED DISPOSITIVE POWER -0- | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,575,020,348 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON EP | ||
| CUSIP No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 12 of 23 Pages |
| 1 |
NAMES OF REPORTING PERSONS Trust No. F/0395 (the “Telnor Trust”) | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS WC (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES | 7 |
SOLE VOTING POWER 40,763,430 L Shares (See Item 5) | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER -0- | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER 40,763,430 L Shares (See Item 5) | |
| WITH | 10 |
SHARED DISPOSITIVE POWER -0- | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,763,430 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON EP | ||
| CUSIP No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 13 of 23 Pages |
| 1 |
NAMES OF REPORTING PERSONS Fundación Telmex, A.C. (“Fundación Telmex”) | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS WC (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES | 7 |
SOLE VOTING POWER 168,049,532 L Shares (See Item 5) | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER -0- | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER 168,049,532 L Shares (See Item 5) | |
| WITH | 10 |
SHARED DISPOSITIVE POWER -0- | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 168,049,532 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON PN | ||
| CUSIP No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 14 of 23 Pages |
| 1 |
NAMES OF REPORTING PERSONS Fundación Carlos Slim, A.C., formerly known as Fundación Carso, A.C. (“Fundación Carlos Slim” ) | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS WC (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES | 7 |
SOLE VOTING POWER 374,514,510 L Shares (See Item 5) | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER -0- | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER 374,514,510 L Shares (See Item 5) | |
| WITH | 10 |
SHARED DISPOSITIVE POWER -0- | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 374,514,510 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON PN | ||
| CUSIP No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 15 of 23 Pages |
| 1 |
NAMES OF REPORTING PERSONS Instituto Carlos Slim de la Salud, A.C., formerly known as Instituto Carso Salud, A.C. (“Instituto Carlos Slim de la Salud”) | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS WC (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES | 7 |
SOLE VOTING POWER 38,693,200 L Shares (See Item 5) | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER -0- | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER 38,693,200 L Shares (See Item 5) | |
| WITH | 10 |
SHARED DISPOSITIVE POWER -0- | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,693,200 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON PN | ||
| CUSIP No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 16 of 23 Pages |
| 1 |
NAMES OF REPORTING PERSONS Trust No. F/0126 (the “Control Trust”) | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS WC (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION México | ||
| NUMBER OF SHARES | 7 |
SOLE VOTING POWER 15,547,822,674 L Shares (See Item 5) | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER -0- | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER 15,547,822,674 L Shares (See Item 5) | |
| WITH | 10 |
SHARED DISPOSITIVE POWER -0- | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,547,822,674 L Shares (See Item 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.4% of L Shares (See Item 5) | ||
| 14 |
TYPE OF REPORTING PERSON OO | ||
| CUSIP No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 17 of 23 Pages |
Item 1. Security and Issuer.
This Amendment No. 35 (the “Thirty-Fifth Amendment”) amends the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on March 8, 2001, as subsequently amended (the “Schedule 13D”), by the Reporting Persons (as defined below), with respect to the American Depositary Shares (“L Share ADSs”), each representing 20 Series L Shares (“L Shares”), and the American Depositary Shares (“A Share ADSs”), each representing 20 Series A Shares (“A Shares”), of América Móvil, S.A.B. de C.V. (the “Issuer” or “AMX”). Capitalized terms used but not otherwise defined in this Thirty-Fifth Amendment have the meanings ascribed to such terms in the Schedule 13D, as amended.
Item 3. Source and Amount of Funds or Other Consideration.
Following the filing of Amendment No. 34 (the “Thrity-Fourth Amendment”) to the Schedule 13D filed with the Commission on February 20, 2014, the Reporting Persons acquired AA Shares and L Shares pursuant to the terms of a purchase agreement by and among Inmobiliaria Carso and its subsidiary Control Empresarial de Capitales, S.A. de C.V., (“Control Empresarial de Capitales” and together with Inmobiliaria Carso, the “Buyers”) and AT&T International, Inc. (“AT&T” or “Seller”), with the participation of the Issuer, dated as of June 27, 2014 (the “Purchase Agreement”).
Pursuant to the terms of the Purchase Agreement, Inmobiliaria Carso purchased, directly and through its subsidiary, Control Empresarial de Capitales, 5,739,341,928 AA Shares and 72,822,656 L Shares for an aggregate combined purchase price of $5,495,919,896.06 for the AA Shares and $69,727,693.12 for the L Shares. The funds were obtained from the resources of Inmobiliaria Carso and Control Empresarial de Capitales.
Item 4. Purpose of Transaction.
On February 28, 2011, Banco Inbursa, S.A. Institución de Banca Múltiple, Grupo Financiero Inbursa, División Fiduciaria (“Inbursa”) acting as trustee under Trust F/1046, Inbursa acting as trustee under the Control Trust and AT&T entered into a shareholder agreement (the “Shareholder Agreement”). The Shareholder Agreement was filed as an exhibit to Amendment No. 3 to the schedule 13G filed by AT&T and its parent, AT&T Inc. with the Commission on March 1, 2011 in respect of their ownership in equity shares of the Issuer and also incorporated by reference to Amendment No. 3 to the Schedule 13D, dated March 1, 2011. Inbursa, acting as trustee under the Control Trust, assigned the rights of first offer obtained pursuant to the Shareholder Agreement to the Buyers through an assignment agreement, dated June 24, 2014, executed in connection with the Purchase Agreement. The Shareholder Agreement was terminated on June 30, 2014, immediately prior to the execution of the Purchase Agreement pursuant to the termination agreement of Shareholder Agreement.
Under the terms of the Purchase Agreement, the Buyers are obligated to pay $4,495,519,896.06 to the Seller as an initial payment for the purchase of the AA Shares and a single payment of $69,727,693.12 for purchase of the L Shares on June 30, 2014 (the “Closing Date”). The Buyers are obligated to pay the balance of the purchase price, $1,000,500,000.00 ( the “Outstanding Purchase Price”) less any partial payments made after the Closing Date, no later than 60 days after the Closing Date. The closing of the purchase by the Buyers of the AA Shares and L Shares is subject to the closing conditions set forth in the Purchase Agreement.
| CUSIP No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
13D | Page 18 of 23 Pages |
For the purpose of guaranteeing and securing payment in full of the Outstanding Purchase Price, the Buyers and the Seller have also entered into a pledge agreement (the “Pledge Agreement”), which will be effective as of the Closing Date and will remain in effect until the full Outstanding Purchase Price has been paid. The Pledge Agreement creates a securities pledge (prensa bursatil) over 1,044,386,423 AA Shares in favor of the Seller pursuant to the provisions of article 204 of the Securities Market Law (Ley del Mercado de Valores). Under the Pledge Agreement, a propotional amount of AA Shares are to be released from time to time for prepayments of the Outstanding Purchase Price on a $0.958 per AA Share basis.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons have the following interests in A Shares and L Shares:
A Shares(1) |
L Shares(2) | |||
Number |
% of Class |
Number |
% of Class | |
| Carlos Slim Helú(3) | 535 | 0.0% | 15,552,769,991 | 28.4% |
| Carlos Slim Domit(4) | 535 | 0.0% | 20,572,791,230 | 37.5% |
| Marco Antonio Slim Domit(5) | 535 | 0.0% | 20,575,112,008 | 37.5% |
| Patrick Slim Domit(6) | 535 | 0.0% | 19,865,319,962 | 36.2% |
| María Soumaya Slim Domit(7) | 535 | 0.0% | 19,762,042,918 | 36.0% |
| Vanessa Paola Slim Domit(8) | 535 | 0.0% | 19,874,745,254 | 36.3% |
| Johanna Monique Slim Domit(9) | 535 | 0.0% | 19,883,518,251 | 36.3% |
| GFI(10) | 535 | 0.0% | 1,013,944,928 | 1.8% |
| Inmobiliaria Carso(11) | - | 0.0% | 9,588,238,725 | 17.5% |
| Telmex Trust(12) | - | 0.0% | 1,575,020,348 | 2.9% |
| Telnor Trust(12) | - | 0.0% | 40,763,430 | 0.1% |
| Fundación Telmex(12) | - | 0.0% | 168,049,532 | 0.3% |
| Fundación Carlos Slim(12) | - | 0.0% | 374,514,510 | 0.7% |
| Instituto Carlos Slim de la Salud(12) | - | 0.0% | 38,693,200 | 0.1% |
| Control Trust(13) | - | 0.0% | 15,397,522,674 | 27.8% |
| (1) | Based upon 674,127,423 A Shares outstanding as of June 27, 2014, as reported by the Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A.B. de C.V.). Includes A Shares held in the form of A Share ADSs. |
| (2) | Based upon 45,275,839,917 L Shares outstanding as of June 27, 2014, as reported by the Mexican Stock Exchange. Includes L Shares held in the form of L Share ADSs. L Share totals and percentages assume that all of the A Shares and 9,549,712,660 AA Shares (which is the maximum number of AA Shares that can be converted to L Shares) held by the relevant Reporting Persons have been converted into L Shares in accordance with the restrictions set forth in Item 4 of the Schedule 13D. |
| (3) | Includes 4,950,586,338 L Shares (assuming conversion, to the extent permitted in accordance with the restrictions set forth in Item 4 of the Schedule 13D, of 1,878,746,745 AA Shares) owned directly by Carlos Slim Helú and shares owned by GFI and Inmobiliaria Carso. |
| CUSIP No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
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| (4) | Includes 2,213,920,468 L Shares (assuming conversion, to the extent permitted in accordance with the restrictions set forth in Item 4 of the Schedule 13D, of 646,988,558 AA Shares) owned directly by Carlos Slim Domit and shares owned by the Control Trust, GFI and Inmobiliaria Carso. |
| (5) | Includes 2,216,241,246 L Shares (assuming conversion, to the extent permitted in accordance with the restrictions set forth in Item 4 of the Schedule 13D, of 646,988,558 AA Shares) owned directly by Marco Antonio Slim Domit and shares owned by the Control Trust, GFI and Inmobiliaria Carso. |
| (6) | Includes 1,182,954,921 L Shares (assuming conversion, to the extent permitted in accordance with the restrictions set forth in Item 4 of the Schedule 13D, of 323,494,279 AA Shares) owned directly by Patrick Slim Domit and shares owned by the Control Trust, GFI and Inmobiliaria Carso. |
| (7) | Includes 756,183,598 L Shares (assuming conversion, to the extent permitted in accordance with the restrictions set forth in Item 4 of the Schedule 13D, of 9,994 AA Shares) owned directly by María Soumaya Slim Domit and shares owned by the Control Trust, GFI and Inmobiliaria Carso. |
| (8) | Includes 891,695,928 L Shares (assuming conversion, to the extent permitted in accordance with the restrictions set forth in Item 4 of the Schedule 13D, of 22,809,994 AA Shares) owned directly by Vanessa Paola Slim Domit and jointly with her spouse. |
| (9) | Includes 917,057,873 L Shares (assuming conversion, to the extent permitted in accordance with the restrictions set forth in Item 4 of the Schedule 13D, of 39,398,942 AA Shares) owned directly by Johanna Monique Slim Domit and jointly with her spouse. |
| (10) | Includes shares owned by trusts managed by GFI for the benefit of employees of entities controlled by the Slim Family. |
| (11) | Includes shares owned by subsidiaries of Inmobiliaria Carso. |
| (12) | Shares disclaimed by the Slim Family. |
| (13) | Includes 5,998,110,014 L Shares and 9,549,712,660 AA Shares, which are assumed to have been converted in accordance with the restrictions set forth in Item 4 of the Schedule 13D, held for the benefit of the Slim Family. |
(b) Because members of the Slim Family beneficially own a majority of the outstanding voting equity securities of AMX, GFI and Inmobiliaria Carso, members of the Slim Family may be deemed to share the power to vote or dispose of, or to direct the voting or disposition of, any A Shares or L Shares owned by such persons (including those beneficially owned by the Telmex Trust, the Telnor Trust, Fundación Telmex, Fundación Carlos Slim and Instituto Carlos Slim de la Salud). Because a board, or in the case of the trusts, a technical committee, the majority of whose members are members or designees of members of the Slim Family or employees of one of the Reporting Persons that may be deemed to be controlled by the Slim Family, makes investment decisions for each of Fundación Telmex, Fundación Carlos Slim, Instituto Carlos Slim de la Salud, the Telmex Trust, the Telnor Trust and the Control Trust, members of the Slim Family may be deemed to share the power to vote or dispose of, or to direct the voting or disposition of, any A Shares or L Shares owned by Fundación Telmex, Fundación Carlos Slim, Instituto Carlos Slim de la Salud, the Telmex Trust, the Telnor Trust and the Control Trust. Except as otherwise disclosed herein, none of the Reporting Persons shares voting or disposition power with respect to any of the A Shares or L Shares owned by the Reporting Persons.
(c) All transactions in A Shares and L Shares, other than as contemplated by the Purchase Agreement, effected by the Reporting Persons during the period beginning 60 days prior to the event which requires the filing of this statement are listed in Schedule II.
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13D | Page 20 of 23 Pages |
(d) Because members of the Slim Family beneficially own a majority of the outstanding voting equity securities of GFI and Inmobiliaria Carso, such members of the Slim Family may be deemed to have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, any A Shares or L Shares owned by such persons. Because a board, or in the case of the trusts, a technical committee, the majority of whose members are members or designees of members of the Slim Family or employees of one of the Reporting Persons that may be deemed to be controlled by the Slim Family, makes investment decisions for each of Fundación Telmex, Fundación Carlos Slim, Instituto Carlos Slim de la Salud, the Telmex Trust, the Telnor Trust and the Control Trust, members of the Slim Family may be deemed to have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, any A Shares or L Shares owned by Fundación Telmex, Fundación Carlos Slim, Instituto Carlos Slim de la Salud, the Telmex Trust, the Telnor Trust and the Control Trust. Except as otherwise disclosed herein, no person other than the Reporting Persons has or will have any right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, any A Shares or L Shares owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Other than as disclosed in Amendment No. 24 to the Schedule 13D filed with the Commission on July 15, 2011 and as described in Item 4 above, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between such persons and any person with respect to A Shares or L Shares.
Item 7. Material to be Filed as Exhibits.
Telmex Trust
Exhibit No.
| Exhibit 99.1 | Purchase Agreement, by and among Inmobiliaria Carso S.A. de C.V., Control Empresarial de Capitales, S.A. de C.V. and AT&T International, Inc., with the participation of América Móvil, S.A.B. de C.V., dated as of June 27, 2014 |
| Exhibit 99.2 | Convenience translation in English of the Pledge Agreement, by and among Inmobiliaria Carso S.A. de C.V., Control Empresarial de Capitales, S.A. de C.V. and AT&T International, Inc., dated as of June 30, 2014 |
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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.
| Carlos Slim Helú | |
| Carlos Slim Domit | By: /s/ Javier Foncerrada Izquierdo |
| Javier Foncerrada Izquierdo | |
| Marco Antonio Slim Domit | Attorney-in-Fact |
| June 30, 2014 | |
| Patrick Slim Domit | |
| María Soumaya Slim Domit | |
| Vanessa Paola Slim Domit | |
| Johanna Monique Slim Domit | |
| INMOBILIARIA CARSO, S.A. DE C.V. | |
| By: Javier Foncerrada Izquierdo | |
| Title: Attorney-in-Fact | |
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| GRUPO FINANCIERO INBURSA, S.A.B. DE C.V. |
|
| By: Javier Foncerrada Izquierdo | |
| Title: Attorney-in-Fact | |
| BANCO INBURSA S.A., INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO INBURSA, DIVISION FIDUCIARIA, AS TRUSTEE OF TRUST NO. F/0008 |
|
| By: Javier Foncerrada Izquierdo | |
| Title: Attorney-in-Fact | |
| BANCO INBURSA S.A., INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO INBURSA, DIVISION FIDUCIARIA, AS TRUSTEE OF TRUST NO. F/0395 |
|
| By: Javier Foncerrada Izquierdo | |
| Title: Attorney-in-Fact | |
| FUNDACIÓN TELMEX, A.C. | |
| By: Javier Foncerrada Izquierdo | |
| Title: Attorney-in-Fact | |
| FUNDACIÓN CARLOS SLIM, A.C. | |
| By: Javier Foncerrada Izquierdo | |
| Title: Attorney-in-Fact | |
| INSTITUTO CARLOS SLIM DE LA SALUD, A.C. | |
| By: Javier Foncerrada Izquierdo | |
| Title: Attorney-in-Fact | |
| CUSIP No. 02364W105 L Share ADSs 02364W204 A Share ADSs |
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|
BANCO INBURSA S.A., |
|
| By: Javier Foncerrada Izquierdo | |
| Title: Attorney-in-Fact |
SCHEDULE II
For the period beginning 60 days prior to the event which requires the filing of this statement, the Reporting Persons set forth below effected the following transactions in L Shares on the Mexican Stock Exchange. The prices below reflect the price paid (in US$ based upon the Exchange Rate published by the Banco de México on the trade date) by the purchasers per L Share on the relevant trade date.
L Shares
| Reporting Person | Type of | Trade Date | Number of | Price per Share |
| Transaction | L Shares | US Dollars | ||
| GFI | Purchase | 04/25/2014 | 26,250,000 | $0.9900082501 |
| GFI | Purchase | 04/25/2014 | 100 | $0.9892443548 |
| GFI | Purchase | 04/25/2014 | 100 | $0.9900082501 |
| GFI | Purchase | 04/25/2014 | 27 | $0.9900082501 |
| GFI | Purchase | 04/25/2014 | 100 | $0.9900082501 |
| GFI | Purchase | 04/25/2014 | 100 | $0.9892443548 |
| GFI | Purchase | 04/25/2014 | 20,940,676 | $0.9900082501 |
| GFI | Sale | 04/25/2014 | 26,250,000 | $0.9900082501 |
| GFI | Sale | 04/25/2014 | 20,940,676 | $0.9900082501 |
| GFI | Purchase | 04/28/2014 | 4,500,000 | $0.9922906648 |
| GFI | Sale | 04/28/2014 | 4,500,000 | $0.9922906648 |
| GFI | Sale | 06/24/2014 | 60,014 | $0.9882880944 |