BBVA BBVA Bilbao Vizcaya Argentaria SA

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Banco Bilbao Vizcaya Argentaria, S.A.

(Name of Issuer)

Ordinary Shares, nominal value € 0.49 per share
(Title of Class of Securities)

05959110

December 31, 2010

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
þ Rule 13d-1(c)
o 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.		05959110

CUSIP No.		05959110

TABLE OF CONTENTS

Item 1(a). Name of Issuer:

Banco Bilbao Vizcaya Argentaria, S.A. ( “ BBVA ” )

Item 1(b). Address of Issuer’s Principal Executive Offices:

Plaza de San Nicolas 4
48005 Bilbao, Spain

Item 2(a). Name of Person(s) Filing:

Mr. Manuel Jove Capellán
Inveravante Inversiones Universales, S.L., f/k/a IAGA Gestión de Inversiones, S.L. (“ Inveravante ”)

Mr. Manuel Jove Capellán owns 99.95% of Inveravante.

Item 2(b). Address of Principal Business Office:

Mr. Manuel Jove Capellán
Avenida Linares Rivas, No. 1, Bajo — Entreplanta
15005 A Coruña
Spain

Inveravante Inversiones Universales, S.L.
Avenida Linares Rivas, No. 1, Bajo — Entreplanta
15005 A Coruña
Spain

Item 2(c). Citizenship or Place of Organization:

Mr. Manuel Jove Capellán is a citizen of Spain.

Inveravante is a limited liability company organized under the laws of Spain.

Item 2(d). Title of Class of Securities:

Ordinary Shares, nominal value € 0.49 per share

Item 2(e). CUSIP Number:

05959110

Item 3.		If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

(a)		o		A broker or dealer under Section 15 of the 1934 Act
(b)		o		A bank as defined in Section 3(a)(6) of the 1934 Act
(c)		o		An insurance company as defined in Section 3(a) (19) of the 1934 Act
(d)		o		An investment company registered under Section 8 of the Investment Company Act of 1940
(e)		o		An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E)
(f)		o		An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
(g)		o		A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
(h)		o		A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
(i)		o		A church plan that is excluded from the definition of investment Company under Section 3(c)(14) of the Investment Company Act of 1940

(j)		o		A group, in accordance with Rule 13d-1(b)(1)(ii)(J)

Item 4. Ownership

(a)		Amount Beneficially Owned:
		See Item 9 of cover pages.
(b)		Percent of Class:
		See Item 11 of cover pages.
(c)		Number of shares as to which the 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
(iv) shared power to dispose or to direct the disposition

See Items 5-8 of cover pages.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .

Item 6. Ownership of More than Five Percent on Behalf of Another Person

224,326,041 of Inveravante’s shares are pledged to secure certain loans pursuant to several Pledges Over Securities (the “Pledge Agreements”) among Inveravante and the following entities: (i) UBS Limited; (ii) BNP Paribas; (iii) Banco Pastor; (iv) J.P. Morgan International Bank Limited, Brussels Branch; (v) Morgan Stanley & Co. International plc; and (vi) Citigroup Global Markets Limited, not entered into with the purpose nor with the effect of changing or influencing the control of BBVA, nor in connection with any transaction having such purpose or effect. Such shares are owned solely by Inveravante and are not held for the benefit of or on behalf of any other person. The Pledge Agreements do not grant to any of the banks mentioned in clauses (i) to (vi) above the power to vote or to direct the vote of the pledged securities or, prior to default, the power to dispose or direct disposition of the pledged securities.

Item 7.		Identification and Classification of the Subsidiary which Acquired the Security being Reported on by the Parent Holding Company or Control Person

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

o		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
þ		By signing below I hereby 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.

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: February 10, 2011

Mr. Manuel Jove Capellán
By:		/s/ Mr. Manuel Jove Capellán
		Name: Mr. Manuel Jove Capellán
		Title: Authorized Signatory

Inveravante Inversiones Universales, S.L.
By:		/s/ Mr. Manuel Jove Capellán
		Name: Mr. Manuel Jove Capellán
		Title: Authorized Signatory

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