EC Ecopetrol SA

 

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	SEC FILE NUMBER 001-34175
	FORM 12b-25	CIK NUMBER 0001444406
	NOTIFICATION OF LATE FILING

 

( Check one ):	¨ Form 10-K	x Form 20-F	¨ Form 11-K	¨ Form 10-Q	¨ Form 10-D	¨ Form N-SAR
	¨ Form N-CSR

 

For Period Ended: December 31, 2016  

 

¨

Transition Report on Form 10-K

¨

Transition Report on Form 20-F

¨

Transition Report on Form 11-K

¨

Transition Report on Form 10-Q

¨

Transition Report on Form N-SAR

 

For the Transition Period Ended:

  

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

N/A

 

PART I — REGISTRANT INFORMATION

 

Ecopetrol S.A.

Full Name of Registrant

 

N/A

Former Name if Applicable

 

Carrera 13 No. 36 – 24

Address of Principal Executive Office (Street and Number)

 

Bogota, Colombia

City, State and Zip Code

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to

Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

x	(a)  The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
	(b)  The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

Ecopetrol S.A. (the “Registrant”) was unable to complete its annual report on Form 20-F for the fiscal year ended December 31, 2016 (the “2016 Annual Report”) in a timely manner without unreasonable effort or expense.

 

As disclosed in the Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2015 (the “2015 Annual Report”), as a result of the delays and cost overruns experienced by the Cartagena Refinery Expansion Project (“Project”), the Prosecutor’s Office ( Fiscalía General de la Nación ), among other control entities, initiated a process of gathering and reviewing information about the Registrant’s wholly owned subsidiary Refinería de Cartagena S.A. (“Reficar”), the owner of the Cartagena Refinery. See “ Item 5, Risk Review – Section 5.2, Legal Proceedings and Related Matters – Reficar Investigations ” on page 119 of the 2015 Annual Report.

 

In connection therewith, on April 27, 2017, the Prosecutor’s Office announced in a press release that it may be charging (i) former executives and officials of the Registrant and Reficar, (ii) one current employee of the Registrant who has been assigned to work in Reficar, (iii) two executives of Chicago Bridge & Iron Company, the main contractor in charge of the Project, and (iv) Reficar’s statutory auditor from 2013 to 2015, with the alleged crimes of document forgery, illegal interest in the execution of agreements, misappropriation of funds and unjustified enrichment.

 

The Registrant requires additional time to analyze this announcement with its independent auditors and with the Registrant’s audit committee.

 

The Registrant is working diligently to finalize the 2016 Annual Report and expects to file it no later than May 16, 2017.

 

 

PART IV — OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification

	María Fernanda Suárez		011-57-1		234-4413
	(Name)		(Area Code)		(Telephone Number)

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes x  No ¨

 

 

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof ?

Yes ¨  No x

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

 

	Ecopetrol S.A.
	(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:	May 2, 2017		By:	/s/ Juan Carlos Echeverry
			Name:	Juan Carlos Echeverry
			Title:	Chief Executive Officer

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

 

GENERAL INSTRUCTIONS

 

1.

This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.

 

2.

One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.

 

3.

A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.

 

4.

Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.

 

5.

Electronic Filers: This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit reports within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter).

 

6.

Interactive data submissions . This form shall not be used by electronic filers with respect to the submission or posting of an Interactive Data File (§232.11 of this chapter). Electronic filers unable to submit or post an Interactive Data File within the time period prescribed should comply with either Rule 201 or 202 of Regulation S-T (§232.201 and §232.202 of this chapter).