SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 37)*
Under the Securities Exchange Act of 1934
PACIFIC
AIRPORT GROUP
(Name of Issuer)
GRUPO AEROPORTUARIO DEL PACÍFICO, S.A.B. DE C.V.
(Exact Name of Issuer as Specified in its Charter)
SERIES B SHARES
(Title
of Class of Securities)
400506101
(CUSIP Number)
Xavier
García de Quevedo Topete
Chief Financial and Administrative Officer of Grupo México, S.A.B. de C.V.
Attorney-in-Fact of Infraestructura y Transportes México, S.A. de C.V.
Grupo México, S.A.B. de C.V.
Campos Elíseos No. 400
Colonia Lomas de Chapultepec
México City, México 11000
011-5255-1103-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 18, 2017
(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 sections
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 Section
240.13d-7
for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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, as amended (the Exchange Act) or otherwise subject to the liabilities of that section of the Exchange Act but shall be
subject to all other provisions of the Exchange Act (however, see the Notes).
Page 1 of 6
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1.
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NAMES OF
REPORTING PERSONS
Grupo México, S.A.B. de C.V.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
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5.
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Mexico
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
21,617,785 (See Item 5)
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8.
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SHARED VOTING POWER
56,100,000 (See Item 5)
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9.
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SOLE DISPOSITIVE POWER
21,617,785 (See Item 5)
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10.
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SHARED DISPOSITIVE POWER
56,100,000 (See Item 5)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,717,785 (See Item 5)
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions)
☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
16.3%**
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14.
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TYPE OF REPORTING PERSON (see
instructions)
CO
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**
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The Reporting Persons note that the number set forth in Row (11) represents 13.9% of the total outstanding Issuer Equity Shares based on the Issuers report on Form 20-F for the fiscal year ended December 31, 2016.
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Page 2 of 6
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1.
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NAMES OF
REPORTING PERSONS
Infraestructura y Transportes México, S.A. de
C.V.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
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5.
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Mexico
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
0 (See Item 5)
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8.
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SHARED VOTING POWER
56,100,000 (See Item 5)
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9.
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SOLE DISPOSITIVE POWER
0 (See Item 5)
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10.
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SHARED DISPOSITIVE POWER
56,100,000 (See Item 5)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,100,000 (See Item 5)
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions)
☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
11.8%
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14.
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TYPE OF REPORTING PERSON (see
instructions)
CO
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Page 3 of 6
This Amendment No. 37 (this Amendment No. 37) is being filed by Grupo
México, S.A.B. de C.V. (Grupo México) and Infraestructura y Transportes México, S.A. de C.V., Grupo Méxicos 75.0%-owned subsidiary (ITM and together with Grupo México, the
Reporting Persons), with respect to the Series B Shares, without par value (the Shares), of Pacific Airport Group (the Issuer), and it hereby amends the statement of beneficial ownership on Schedule 13D originally
filed on July 9, 2010, as further amended on July 12, 2010, July 13, 2010, August 13, 2010, August 25, 2010, September 22, 2010, October 12, 2010, January 25, 2011, February 16, 2011, March 15, 2011,
April 12, 2011, June 14, 2011, July 6, 2011, July 13, 2011, July 28, 2011, August 11, 2011, October 3, 2011, November 14, 2011, December 5, 2011, January 30, 2012, April 10, 2013, April 18,
2013, April 25, 2013, November 14, 2013, January 27, 2014, March 11, 2014, April 2, 2014, July 2, 2014, August 12, 2014, September 8, 2014, October 7, 2014, April 6, 2015, September 14, 2015,
October 19, 2015, February 1, 2016, March 3, 2016 and April 20, 2016 (collectively with this Amendment No. 37, the Schedule 13D). Capitalized terms used herein and not defined herein have the meanings ascribed
thereto in the Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby supplemented by adding the following:
(a, b) Since and including April 20, 2016, Grupo México has disposed of 6,121,735 Shares, as described in
Item 5(c) below. As of the date hereof, Grupo México beneficially owns a total of 77,717,785 Shares, consisting of 21,617,785 Shares that Grupo México owns directly, and 56,100,000 Shares held by ITM. (References to Shares
in this Item 5 include the Shares evidenced by ADSs beneficially owned by Grupo México). As of the date hereof, ITM beneficially owns a total of 56,100,000 Shares. The Shares directly owned by Grupo México and ITM represent
approximately 4.5% and 11.8%, respectively, or 16.3% in the aggregate, of the total outstanding Shares, based on a total of 476,850,000 Shares outstanding as of December 31, 2016, as reported in the Issuers Form
20-F
for the fiscal year ended December 31, 2016. Except to the extent described below, Grupo México has the sole power to vote or direct the vote of the 21,617,785 Shares that it owns directly, and has
shared power to vote or direct the vote of the 56,100,000 Shares held by ITM. Except to the extent described below, ITM does not have the sole power to vote or direct the vote of any of the 56,100,000 Shares that it owns directly, and has shared
power to vote or direct the vote of such Shares. Grupo México has the sole power to dispose or direct the disposition of the 21,617,785 Shares that it owns directly, and has shared power to dispose or direct the disposition of the 56,100,000
Shares held by ITM. ITM does not have the sole power to dispose or direct the disposition of any of the 56,100,000 Shares that it owns directly, and has shared power to dispose or direct the disposition of such Shares. Grupo Méxicos
beneficial ownership of 77,717,785 Shares represents 13.9% of the total outstanding Issuer Equity Shares, based on a total of 561,000,000 Issuer Equity Shares outstanding as of December 31, 2016, as reported in the Issuers Form
20-F
for the fiscal year ended December 31, 2016.
Page 4 of 6
(c) The table below sets forth the transactions in Shares since and including April 20, 2016
by the Reporting Persons. All such transactions were open market sales by Grupo México of Shares on the Mexican Stock Exchange in Mexican pesos. The amounts reported in the Weighted Average Price Per Share column below reflect a
weighted average price for the Shares sold on the particular day. Certain Shares were sold in multiple transactions on one day, each at a price within the range of prices set forth in the Range of Prices column below. The Reporting
Persons undertake to provide to the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold within the range of prices set forth below.
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Date of Transaction
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Number of
Shares Sold
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Daily
Weighted
Average Price
Per Share
(U.S.$)*
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Daily
Range of Prices
(U.S.$)*
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4/26/2016
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56,101
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9.05
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**
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9.01-9.11
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**
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4/27/2016
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150,000
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9.07
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**
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9.04-9.11
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**
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4/28/2016
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65,634
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9.15
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**
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9.08-9.17
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**
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4/25/2017
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250,000
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10.12
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**
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10.04-10.25
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**
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4/26/2017
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250,000
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9.93
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**
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9.87-9.99
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**
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4/27/2017
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250,000
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10.06
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**
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9.99-10.17
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**
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4/28/2017
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250,000
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10.20
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**
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10.12-10.31
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5/2/2017
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600,000
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10.91
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**
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10.34-11.04
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5/3/2017
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250,000
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10.47
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**
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10.34-10.71
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**
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5/4/2017
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250,000
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10.23
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**
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10.15-10.43
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**
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5/5/2017
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250,000
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10.33
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**
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10.22-10.44
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**
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5/8/2017
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250,000
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10.23
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**
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10.15-10.36
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**
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5/9/2017
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250,000
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10.37
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**
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10.31-10.43
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**
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5/10/2017
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250,000
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10.59
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**
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10.43-10.68
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**
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5/11/2017
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250,000
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10.70
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**
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10.62-10.77
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**
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5/12/2017
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250,000
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10.66
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**
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10.64-10.72
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**
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5/15/2017
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250,000
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10.73
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**
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10.69-10.79
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**
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5/16/2017
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250,000
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10.75
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**
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10.71-10.82
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**
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5/17/2017
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250,000
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10.44
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**
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10.39-10.49
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**
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5/18/2017
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250,000
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10.27
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**
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10.17-10.52
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**
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5/19/2017
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250,000
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10.73
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**
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10.30-10.93
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**
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5/22/2017
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250,000
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10.38
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**
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10.33-10.72
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**
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5/23/2017
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250,000
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10.44
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**
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10.29-10.56
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**
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5/24/2017
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250,000
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10.82
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**
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10.59-10.89
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**
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5/25/2017
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250,000
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10.60
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**
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10.51-10.84
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**
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*
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Prices do not include broker commissions.
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**
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Reported prices reflect conversion into U.S. dollars based upon the peso/dollar exchange ratio at close for such date (as reported by Bloomberg L.P.).
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Item 7.
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Material to be Filed as Exhibits
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Exhibit No.
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Title
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1
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Power of Attorney, dated July 27, 2001 (English translation)
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2
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Power of Attorney, dated October 10, 2012 (English translation))
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Page 5 of 6
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth
herein is true, complete and correct.
Dated as of: May 26, 2017
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GRUPO MÉXICO, S.A.B. DE C.V.
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By:
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/s/ Xavier García de Quevedo Topete
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Name:
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Xavier García de Quevedo Topete
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Title:
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Chief Financial and Administrative Officer
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INFRAESTRUCTURA Y TRANSPORTES MÉXICO, S.A. DE C.V.
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By:
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/s/ Xavier García de Quevedo Topete
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Name:
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Xavier García de Quevedo Topete
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Title:
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Attorney-in-Fact
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By:
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/s/ Mauricio Ibañez Campos
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Name:
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Mauricio Ibañez Campos
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Title:
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Attorney-in-Fact
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Page 6 of 6
Exhibit Index
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Exhibit No.
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Title
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1
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Power of Attorney, dated July 27, 2001 (English translation)
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2
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Power of Attorney, dated October 10, 2012 (English translation)
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