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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________

SCHEDULE 13D/A*

under the Securities Exchange Act of 1934 **

_________________________

VITRO, S.A.B. de C.V.

(Name of Issuer)

_________________________

Common Shares, without par value

American Depositary Shares (evidenced by American Depositary Receipts), each of which represents 3 Ordinary Participation Certificates (Certificados de Participacion Ordinarios) ("CPOs"), which each represents one Common Share, without par value

(Title of Class of Securities)

_________________________

928502 30 1

(CUSIP Number)

_________________________

Claudio L. Del Valle

Vitro, S.A. de C.V.

Ave. Ricardo Margain No. 400

Col. Valle del Campestre, 66265

San Pedro Garza Garcia

Nuevo Leon, Mexico

(52) (81) 8863-1200

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

_________________________

July 27, 2009

(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 ss 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s 240.13d-7(b) for other parties to whom copies are to be sent.

* This statement constitutes Amendment No. 5 of the Report on Schedule 13D of the reporting group consisting of Mr. Sada Gonzalez, Mrs. Cueva de Sada and Mr. Sada Jr.

** 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 disclosures provided in a prior cover page.

The information required on 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).

(Continued on following pages)

CUSIP No. 928502 30 1

* Includes 1,157,900 vested options held by Mr. Sada pursuant to Vitro's Stock Option Plan.

CUSIP No. 928502 30 1

* Mrs. Esther Cueva de Sada directly beneficially owns 3,257,651 common shares of Vitro, and jointly with Mr. Adrian Sada Cueva shares the voting rights in respect of 9,878,494 common shares of Vitro held in Trust No. 7885-6. In accordance with the terms and conditions of the trust agreement dated December 23, 1997, entered by and between Banca Serfin, S.A., Institucion de Banca Multiple, Grupo Financiero Serfin, as trustee, and Mr. Adrian Sada Gonzalez, the trustee acting through the beneficiaries of the trust (Mr. Adrian Sada Cueva and Mrs. Esther Cueva de Sada) or by whom they may designate, shall exercise the voting rights attributable to the shares. The trustee will transfer the shares to Mr. Adrian Sada Cueva and Mrs. Esther Cueva de Sada, in equal amounts, after a period of ninety days has elapsed following Mr. Sada's death.

CUSIP No. 928502 30 1

* Mr. Adrian Sada Cueva directly beneficially owns 2,558,519 common shares of Vitro, and jointly with Mrs. Esther Cueva de Sada shares the voting rights in respect of 9,878,494 common shares of Vitro held in Trust No. 7885-6. In accordance with the terms and conditions of the trust agreement dated December 23, 1997, entered by and between Banca Serfin, S.A., Institucion de Banca Multiple, Grupo Financiero Serfin, as trustee, and Mr. Adrian Sada Gonzalez, the trustee acting through the beneficiaries of the trust (Mr. Adrian Sada Cueva and Mrs. Esther Cueva de Sada) or by whom they may designate, shall exercise the voting rights attributable to the shares. The trustee will transfer the shares to Mr. Adrian Sada Cueva and Mrs. Esther Cueva de Sada, in equal amounts, after a period of ninety days has elapsed following Mr. Sada's death.

 

Item 1. Security and Issuer.

This report on Schedule 13D relates to common shares, without par value (the "Shares"), of Vitro, S.A.B. de C.V., a corporation incorporated under the laws of the United Mexican States ("Vitro"). This report on Schedule 13D constitutes Amendment No. 5 to the report on Schedule 13D filed with the Commission by the reporting group consisting of Mr. Sada Gonzalez, Mrs. Cueva de Sada and Mr. Adrian Sada Jr. (the "Reporting Group") on June 5, 2002 (the "Reporting Group 13D"). The Shares are listed on the New York Stock Exchange in the form of American Depositary Shares ("ADSs"), each of which represents 3 Ordinary Participation Certificates (Certificados de Participacion Ordinarios) ("CPOs"). Each CPO represents one Share. The address of Vitro's principal executive offices is Avenida Ricardo Margain No. 400, Col. Valle del Campestre, 66265, San Pedro Garza Garcia, Nuevo Leon, Mexico.

Item 2. Identity and Background.

(a), (b), (c), (f) This Amendment No. 5 to Schedule 13D is being jointly filed as a group by (i) Mr. Adrian Sada Gonzalez, a citizen of the United Mexican States ("Mr. Sada"), (ii) Mrs. Esther Cueva de Sada, a citizen of the United Mexican States ("Mrs. Sada") and (iii) Mr. Adrian Sada Cueva, a citizen of the United Mexican States ("Mr. Sada Jr.") (collectively, the "Reporting Group"). Mr. Sada and Mrs. Sada are husband and wife and Mr. Sada Jr. is their son. Mr. Sada, Mrs. Sada and Mr. Sada Jr. own directly the following numbers of Shares, respectively: 15,013,722; 3,257,651 and 2,558,519. In addition, on December 23, 1997, Mr. Sada and Banca Serfin S.A., Institucion de Banca Multiple, Grupo Financiero Serfin, as trustee, entered into a trust agreement (the "Family Trust") pursuant to which the trustee currently holds 9,878,494 Shares transferred to the Family Trust by Mr. Sada. In accordance with the terms and conditions of the Family Trust, the trustee acting through the beneficiaries of the trust (Mr. Sada Jr. and Mrs. Sada) or by whom they may designate, exercises the voting rights attributable to the shares, and will transfer the shares held in trust to the beneficiaries, in equal amounts, after a period of ninety days has elapsed following Mr. Sada's death.

Mr. Sada has been a member of the Board of Directors of Vitro since 1984. Mr. Sada is currently the Chairman of the Board of Directors of Vitro, a member of the Boards of Alfa, S.A.B. de C.V., Gruma, S.A.B. de C.V., Cydsa, S.A.B. de C.V., Regio Empresas, S.A.B. de C.V., the Latin American Executive Board for the Wharton School of Finance, the Mexican Businessmen Council and the Consejo de Industriales de Nuevo Leon. In addition, Mr. Sada is also President of Vitro's Finance and Planning Committee. Mrs. Sada has no present occupation; Mr. Sada Jr. is the Director of the automotive sector of Vitro's Flat Glass business unit. The business address of Mr. Sada, Mrs. Sada and Mr. Sada Jr. is Avenida Ricardo Margain No. 400, Col. Valle del Campestre, San Pedro Garza Garcia, Nuevo Leon, 66265, Mexico.

(d), (e) During the last five years, no member of the Reporting Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

During March and April 2007, Mr. Sada sold 2,312,837 Shares to the market.

In December, 2007, Mr. Sada received 2,500,000 Shares as a gift from his parents (Mr. Adrian Sada Trevino and Mrs. Maria Nelly Gonzalez de Sada).

In October 13, 2008, Mr. Adrian Sada Trevino passed away and from December 2008 to May 2009 Mr. Sada received 4,416,129 Shares either inherited or donated from his parents.

Item 4. Purpose of Transaction.

The Shares that are the subject of this Amendment No. 5 to Schedule 13D are the 2,312,837 shares that Mr. Sada sold and the 6,916,129 Shares received as either inherited or donated from his parents.

The Shares that are the subject of this Amendment No. 5 to Schedule 13D were acquired by Mr. Sada for investment purposes.

No member of the Reporting Group has any current plans or proposals that relate to or would result in any of the actions set forth in items (b) to (j) of Item 4 of Schedule 13D.

Any member of the Reporting Group may acquire additional Shares (or ADSs), dispose of some or all of their Shares (or ADSs) or consider entering into corporate transactions involving Vitro. The future activities of any member of the Reporting Group with respect to the Shares (or ADSs) will depend upon, among other things, capital availability and requirements and the market price of the Shares (or ADSs).

Item 5. Interest in Securities of the Issuer.

(a) Rows (11) and (13) of the cover pages to this Amendment No. 5 to Schedule 13D are hereby incorporated by reference. Mr. Sada beneficially owns 15,013,722 Shares consisting of 13,855,822 Shares he owns directly and 1,157,900 vested options held by Mr. Sada pursuant to Vitro's Stock Option Plan.

Mrs. Sada directly beneficially owns 3,257,651 Shares and, jointly with Mr. Sada Jr., indirectly beneficially owns the 9,878,494 Shares held in the Family Trust. Mr. Sada Jr. directly beneficially owns 2,558,519 Shares and jointly with Mrs. Sada indirectly beneficially owns the 9,878,494 Shares held in the Family Trust. Mr. Sada, Mrs. Sada and Mr. Sada Jr. beneficially own, as a group, an aggregate of 30,708,386 Shares, which represents 8.0% of the total outstanding Shares.

Mr. Sada's mother, Mrs. Maria Nelly Gonzalez de Sada, together with Mr. Sada's siblings, Mr. Federico Sada Gonzalez, Ms. Alejandra Sada Gonzalez and Mrs. Maria Nelly Sada de Yarte, their spouses and children own an aggregate of 73,302,665 Shares, representing 18.9% of the total outstanding Shares. The members of the Reporting Group disclaim beneficial ownership of the Shares owned by Mr. Sada's mother and his siblings and their spouses and children.

(b) Rows (7) through (10) of the cover pages to this Amendment No. 5 to Schedule 13D, which are hereby incorporated by reference, set forth the amount of Shares as to which there is sole power to vote or direct the vote or to dispose or to direct the disposition, and the number of Shares as to which there is shared power to vote or to direct the vote, or shared power to dispose or to direct the disposition.

(c) There were no transactions in the Shares that were effected during the past sixty days by any member of the Reporting Group, except as described in this Amendment No. 5 to Schedule 13D.

(d) No person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares owned by any member of the Reporting Group as a direct beneficial owner, except as described in this Amendment No. 5 to Schedule 13D.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Other than as described in this Amendment No. 5 to Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons named in Item 2 and any person with respect to any securities of Vitro, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. No securities are pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.

Item 7. Material to Be Filed as Exhibits.

Not applicable to this Amendment No. 5 to Schedule 13D.

 

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.

Date: July 27, 2009

 

by /s/ Adrian Sada Gonzalez

Adrian Sada Gonzalez

 

 

by /s/ Esther Cueva de Sada

Esther Cueva de Sada

 

 

by /s/ Adrian Sada Cueva

Adrian Sada Cueva