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LATAM AIRLINES GROUP S.A.

Major Shareholding Notification • Jan 8, 2020

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SC 13D/A 1 sc13d0120a3costaverde_latama.htm AMENDMENT NO. 3 TO SCHEDULE 13D

Field: Rule-Page

Field: /Rule-Page

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13

d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

LATAM Airlines Group S.A.

( Translation of Registrant’s Name Into English )

Shares of Common Stock without par value

(Title of Class of Securities)

N/A

(CUSIP Number)

Carlos Vallette Gudenschwager

Costa Verde Aeronáutica S.A.

Presidente Riesco 5711, 20 th floor, Las Condes, Santiago, Chile

Tel: (+56-2)-337-1350

José María Eyzaguirre Baeza

Claro & Cía.

Av. Apoquindo 3721, 13th floor, Las Condes, Santiago, Chile

Tel: (+56 2)-2367-3000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

With copies to:

Jeffrey S. Lewis, Esq.

Chantal E. Kordula, Esq.

Adam J. Brenneman, Esq. Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza, New York, NY 10006 Tel: (212) 225 2000

December 29, 2019

(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 §§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 Rule 240.13d-7 for other parties to whom copies are to be sent.

  • 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).

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS Costa Verde Aeronáutica S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS WC; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON CO

Field: Page; Sequence: 2; Options: NewSection; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 2 Field: /Sequence

Field: /Page

CUSIP No. N/A

| 1 | NAMES OF REPORTING PERSONS Costa Verde Aeronáutica Tres
SpA | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC; OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |
| NUMBER OF SHARES | 7 | SOLE VOTING POWER 0 |
| BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 130,165,390 |
| EACH REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER 0 |
| WITH | 10 | SHARED DISPOSITIVE POWER 130,165,390 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46 | |
| 14 | TYPE OF REPORTING PERSON CO | |

Field: Page; Sequence: 3; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 3 Field: /Sequence

Field: /Page

CUSIP No. N/A

| 1 | NAMES OF REPORTING PERSONS Inversiones Nueva Costa Verde Aeronáutica
Ltda. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC; OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |
| NUMBER OF SHARES | 7 | SOLE VOTING POWER 0 |
| BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 130,165,390 |
| EACH REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER 0 |
| WITH | 10 | SHARED DISPOSITIVE POWER 130,165,390 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46 | |
| 14 | TYPE OF REPORTING PERSON CO | |

Field: Page; Sequence: 4; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 4 Field: /Sequence

Field: /Page

CUSIP No. N/A

| 1 | NAMES OF REPORTING PERSONS Inversiones Nueva Costa Verde Aeronáutica
Dos S.A. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC; OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |
| NUMBER OF SHARES | 7 | SOLE VOTING POWER 0 |
| BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 130,165,390 |
| EACH REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER 0 |
| WITH | 10 | SHARED DISPOSITIVE POWER 130,165,390 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46 | |
| 14 | TYPE OF REPORTING PERSON CO | |

Field: Page; Sequence: 5; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 5 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS Costa Verde Aeronáutica SpA
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS WC; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON CO

Field: Page; Sequence: 6; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 6 Field: /Sequence

Field: /Page

CUSIP No. N/A

| 1 | NAMES OF REPORTING PERSONS Inversiones Priesca Dos y Cía.
Ltda. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC; OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |
| NUMBER OF SHARES | 7 | SOLE VOTING POWER 0 |
| BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 130,165,390 |
| EACH REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER 0 |
| WITH | 10 | SHARED DISPOSITIVE POWER 130,165,390 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46 | |
| 14 | TYPE OF REPORTING PERSON CO | |

Field: Page; Sequence: 7; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 7 Field: /Sequence

Field: /Page

CUSIP No. N/A

| 1 | NAMES OF REPORTING PERSONS Inversiones Caravia Dos y Cía.
Ltda. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC; OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |
| NUMBER OF SHARES | 7 | SOLE VOTING POWER 0 |
| BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 130,165,390 |
| EACH REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER 0 |
| WITH | 10 | SHARED DISPOSITIVE POWER 130,165,390 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46 | |
| 14 | TYPE OF REPORTING PERSON CO | |

Field: Page; Sequence: 8; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 8 Field: /Sequence

Field: /Page

CUSIP No. N/A

| 1 | NAMES OF REPORTING PERSONS Inversiones El Fano Dos y Cía.
Ltda. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC; OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |
| NUMBER OF SHARES | 7 | SOLE VOTING POWER 0 |
| BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 130,165,390 |
| EACH REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER 0 |
| WITH | 10 | SHARED DISPOSITIVE POWER 130,165,390 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46 | |
| 14 | TYPE OF REPORTING PERSON CO | |

Field: Page; Sequence: 9; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 9 Field: /Sequence

Field: /Page

CUSIP No. N/A

| 1 | NAMES OF REPORTING PERSONS Inversiones La Espasa Dos y Cía.
Ltda. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC; OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |
| NUMBER OF SHARES | 7 | SOLE VOTING POWER 0 |
| BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 130,165,390 |
| EACH REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER 0 |
| WITH | 10 | SHARED DISPOSITIVE POWER 130,165,390 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46 | |
| 14 | TYPE OF REPORTING PERSON CO | |

Field: Page; Sequence: 10; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 10 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS Inversiones La Espasa Dos S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS WC; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON CO

Field: Page; Sequence: 11; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 11 Field: /Sequence

Field: /Page

CUSIP No. N/A

| 1 | NAMES OF REPORTING PERSONS Inversiones Mineras del Cantábrico
S.A. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC; OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |
| NUMBER OF SHARES | 7 | SOLE VOTING POWER 0 |
| BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 130,165,390 |
| EACH REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER 0 |
| WITH | 10 | SHARED DISPOSITIVE POWER 130,165,390 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46 | |
| 14 | TYPE OF REPORTING PERSON CO | |

Field: Page; Sequence: 12; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 12 Field: /Sequence

Field: /Page

CUSIP No. N/A

| 1 | NAMES OF REPORTING PERSONS Inversiones Costa Verde Limitada y
Compañía en Comandita por Acciones | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC; OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |
| NUMBER OF SHARES | 7 | SOLE VOTING POWER 0 |
| BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 130,165,390 |
| EACH REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER 0 |
| WITH | 10 | SHARED DISPOSITIVE POWER 130,165,390 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46 | |
| 14 | TYPE OF REPORTING PERSON CO | |

Field: Page; Sequence: 13; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 13 Field: /Sequence

Field: /Page

CUSIP No. N/A

| 1 | NAMES OF REPORTING PERSONS Inversiones Costa Verde Aeronáutica
S.A. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC; OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |
| NUMBER OF SHARES | 7 | SOLE VOTING POWER 0 |
| BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 130,165,390 |
| EACH REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER 0 |
| WITH | 10 | SHARED DISPOSITIVE POWER 130,165,390 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46 | |
| 14 | TYPE OF REPORTING PERSON CO | |

Field: Page; Sequence: 14; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 14 Field: /Sequence

Field: /Page

CUSIP No. N/A

| 1 | NAMES OF REPORTING PERSONS Inmobiliaria e Inversiones La Espasa
Limitada | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC; OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |
| NUMBER OF SHARES | 7 | SOLE VOTING POWER 0 |
| BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 130,165,390 |
| EACH REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER 0 |
| WITH | 10 | SHARED DISPOSITIVE POWER 130,165,390 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46 | |
| 14 | TYPE OF REPORTING PERSON CO | |

Field: Page; Sequence: 15; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 15 Field: /Sequence

Field: /Page

CUSIP No. N/A

| 1 | NAMES OF REPORTING PERSONS Inmobiliaria e Inversiones Caravia
Limitada | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC; OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |
| NUMBER OF SHARES | 7 | SOLE VOTING POWER 0 |
| BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 130,165,390 |
| EACH REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER 0 |
| WITH | 10 | SHARED DISPOSITIVE POWER 130,165,390 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46 | |
| 14 | TYPE OF REPORTING PERSON CO | |

Field: Page; Sequence: 16; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 16 Field: /Sequence

Field: /Page

CUSIP No. N/A

| 1 | NAMES OF REPORTING PERSONS Inmobiliaria e Inversiones Puerto
Claro Limitada | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC; OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |
| NUMBER OF SHARES | 7 | SOLE VOTING POWER 0 |
| BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 130,165,390 |
| EACH REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER 0 |
| WITH | 10 | SHARED DISPOSITIVE POWER 130,165,390 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46 | |
| 14 | TYPE OF REPORTING PERSON CO | |

Field: Page; Sequence: 17; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 17 Field: /Sequence

Field: /Page

CUSIP No. N/A

| 1 | NAMES OF REPORTING PERSONS Inmobiliaria e Inversiones Priesca
Limitada | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC; OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |
| NUMBER OF SHARES | 7 | SOLE VOTING POWER 0 |
| BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 130,165,390 |
| EACH REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER 0 |
| WITH | 10 | SHARED DISPOSITIVE POWER 130,165,390 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46 | |
| 14 | TYPE OF REPORTING PERSON CO | |

Field: Page; Sequence: 18; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 18 Field: /Sequence

Field: /Page

CUSIP No. N/A

| 1 | NAMES OF REPORTING PERSONS Inmobiliaria e Inversiones El Fano
Limitada | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC; OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |
| NUMBER OF SHARES | 7 | SOLE VOTING POWER 0 |
| BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 130,165,390 |
| EACH REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER 0 |
| WITH | 10 | SHARED DISPOSITIVE POWER 130,165,390 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46 | |
| 14 | TYPE OF REPORTING PERSON CO | |

Field: Page; Sequence: 19; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 19 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS Inversiones Costa Verde S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS WC; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON CO

Field: Page; Sequence: 20; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 20 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS Inversiones Costa Verde Limitada
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS WC; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON CO

Field: Page; Sequence: 21; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 21 Field: /Sequence

Field: /Page

CUSIP No. N/A

| 1 | NAMES OF REPORTING PERSONS Inmobiliaria e Inversiones Colunga
Limitada | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC; OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |
| NUMBER OF SHARES | 7 | SOLE VOTING POWER 0 |
| BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 130,165,390 |
| EACH REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER 0 |
| WITH | 10 | SHARED DISPOSITIVE POWER 130,165,390 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46 | |
| 14 | TYPE OF REPORTING PERSON CO | |

Field: Page; Sequence: 22; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 22 Field: /Sequence

Field: /Page

CUSIP No. N/A

| 1 | NAMES OF REPORTING PERSONS Inversiones del Cantábrico
Limitada | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS WC; OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |
| NUMBER OF SHARES | 7 | SOLE VOTING POWER 0 |
| BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 130,165,390 |
| EACH REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER 0 |
| WITH | 10 | SHARED DISPOSITIVE POWER 130,165,390 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46 | |
| 14 | TYPE OF REPORTING PERSON CO | |

Field: Page; Sequence: 23; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 23 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS Juan José Cueto Plaza
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS PF; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 24; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 24 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS Ignacio Javier Cueto Plaza
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS PF; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 25; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 25 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS Enrique Miguel Cueto Plaza
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS PF; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 26; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 26 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS María Esperanza Cueto Plaza
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS PF; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 27; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 27 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS Isidora Cueto Cazes
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS PF; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 28; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 28 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS Felipe Jaime Cueto Ruiz-Tagle
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS PF; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 29; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 29 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS María Emilia Cueto Ruiz-Tagle
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS PF; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 30; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 30 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS Andrea Raquel Cueto Ventura
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS PF; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 31; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 31 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS Daniela Esperanza Cueto Ventura
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS PF; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 32; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 32 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS Valentina Sara Cueto Ventura
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS PF; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 33; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 33 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS Alejandra Sonia Cueto Ventura
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS PF; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 34; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 34 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS Francisca María Cueto Ventura
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS PF; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 35; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 35 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS Juan José Cueto Ventura
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS PF; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 36; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 36 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS Pedro Cueto Sarquis
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS PF; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 37; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 37 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS Juan Cueto Sarquis
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS WC; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 38; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 38 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS Antonia Cueto Sarquis
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS PF; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 39; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 39 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS Manuela Cueto Sarquis
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS PF; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 40; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 40 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS Fernanda Cueto Délano
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS PF; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 41; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 41 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS Ignacio Cueto Délano
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS PF; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 42; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 42 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS Javier Cueto Délano
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS PF; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 43; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 43 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS Pablo Cueto Délano
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS PF; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 44; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 44 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS José Cueto Délano
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS PF; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 45; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 45 Field: /Sequence

Field: /Page

CUSIP No. N/A

1 NAMES OF REPORTING PERSONS Nieves Isabel Alcaíno Cueto
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS PF; OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 130,165,390
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0
WITH 10 SHARED DISPOSITIVE POWER 130,165,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46
14 TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 46; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 46 Field: /Sequence

Field: /Page

CUSIP No. N/A

| 1 | NAMES OF REPORTING PERSONS María Elisa Alcaíno
Cueto | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS PF; OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |
| NUMBER OF SHARES | 7 | SOLE VOTING POWER 0 |
| BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 130,165,390 |
| EACH REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER 0 |
| WITH | 10 | SHARED DISPOSITIVE POWER 130,165,390 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46 | |
| 14 | TYPE OF REPORTING PERSON IN | |

Field: Page; Sequence: 47; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 47 Field: /Sequence

Field: /Page

CUSIP No. N/A

| 1 | NAMES OF REPORTING PERSONS María Esperanza Alcaíno
Cueto | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS PF; OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Chile | |
| NUMBER OF SHARES | 7 | SOLE VOTING POWER 0 |
| BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 130,165,390 |
| EACH REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER 0 |
| WITH | 10 | SHARED DISPOSITIVE POWER 130,165,390 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 130,165,390 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 21.46 | |
| 14 | TYPE OF REPORTING PERSON IN | |

Field: Page; Sequence: 48; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 48 Field: /Sequence

Field: /Page

This Amendment No. 3 amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the United States Securities and Exchange Commission (the “SEC”) on March 19, 2010, as amended and supplemented by Amendment No. 1 thereto filed on January 18, 2011 and Amendment No. 2 thereto filed on October 23, 2019 (the “ Schedule 13D ”). All capitalized terms contained herein but not otherwise defined shall have the meanings given to such terms in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented by adding the following:

On September 26, 2019, LATAM Airlines Group S.A. (“ LATAM ”), a sociedad anónima organized under the laws of the Republic of Chile, entered into a certain framework agreement (the “ Framework Agreement ”) with Delta Air Lines, Inc. (“ Delta ”), a corporation organized under the laws of Delaware, related to, among other things, the formation of a proposed strategic alliance between LATAM and Delta.

On the terms and subject to the conditions set forth in the Framework Agreement, on November 27, 2019,

Delta launched a tender offer for 20% (and not more than 20%) of the issued and outstanding shares of LATAM, including shares represented by American Depositary Shares (collectively, the “ Shares ”), which expired on December 26, 2019 (the “ Tender Offer ”).

The Reporting Persons participated in the Tender Offer, offering to sell 169,248,377 Shares (representing 27.91% of the issued and outstanding Shares as of September 30, 2019, as reported by LATAM in its Report of Foreign Private Issuer on Form 6-K, submitted to the Securities and Exchange Commission on November 13, 2019). On December 29, 2019, the results of the Tender Offer were published in Chile in the online newspapers La Nación and El Líbero , confirming that Delta had accepted 39,082,987 Shares tendered by the Reporting Persons (representing 6.45% of the issued and outstanding Shares as of September 30, 2019). On January 3, 2020, Delta paid $625,327,792 (at a price equal to $16.00 per Share) to the Reporting Persons for the acquisition of the Shares tendered by the Reporting Persons and accepted by Delta.

After the sale of Shares described above, the Reporting Persons are the beneficial owners of 130,165,390 Shares (representing 21.46% of the issued and outstanding Shares as of September 30, 2019), and, subject to the restrictions under the Framework Agreement as described in Amendment No. 2 to this Schedule 13D filed on October 23, 2019, the Reporting Persons have shared power to vote or direct the vote of, and shared power to dispose of or direct the disposition of, all of such Shares.

Except as set forth above, none of the Reporting Persons has any plan or proposal which relates to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons reserve the right to do so.

Field: Page; Sequence: 49; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 49 Field: /Sequence

Field: /Page

Item 5. Interest in Securities of the Issuer.

(a) As of the date of this filing, the Reporting Persons named below had the following beneficial ownership interests in the Shares.

Number % of Class Number % of Class Number % of Class
Costa Verde Aeronáutica S.A. (2) 67,878,651 11.19 % 54,510,848 8.99 % 122,389,499 20.18 %
Costa Verde Aeronáutica Tres SpA 27,148,493 4.48 % 0 0 % 27,148,493 4.48 %
Costa Verde Aeronáutica SpA. . 9,228,949 1.52 % 0 0 % 9,228,949 1.52 %
Inversiones Nueva Costa Verde Aeronáutica Ltda. 18,133,406 2.99 % 0 0 % 18,133,406 2.99 %
Inversiones Nueva Costa Verde Aeronáutica Dos S.A. (3) 0 0 % 9,228,949 1.52 9,228,949 1.52 %
Inversiones Caravia Dos y Cía. Ltda. 2,732,803 0.45 % 0 0 % 2,732,803 0.45 %
Inversiones Priesca Dos y Cía. Ltda. 2,744,345 0.45 % 0 0 % 2,744,345 0.45 %
Inversiones El Fano Dos y Cía. Ltda. 2,080,000 0.34 % 0 0 % 2,080,000 0.34 %
Inversiones La Espasa Dos y Cía. Ltda. 193,883 0.03 % 0 0 % 193,883 0.03 %
Inversiones La Espasa Dos S.A. 24,860 0.00 % 0 0 % 24,860 0.00 %

(1) All share totals and percentages are based on 606,407,693 outstanding as of September 30, 2019, as reported by LATAM in its Report of Foreign Private Issuer on Form 6-K, submitted to the Securities and Exchange Commission on November 13, 2019.

(2) Costa Verde Aeronáutica S.A. owns (i) 473,558,111 Shares of Inversiones Nueva Costa Verde Aeronáutica Dos S.A. (in the aggregate, representing 99.99% of the issued and outstanding shares of Inversiones Nueva Costa Verde Aeronáutica Dos S.A.), (ii) is the sole shareholder of Costa Verde Aeronáutica Tres SpA, and (iii) is the beneficiary of an economic interest in Inversiones Nueva Costa Verde Aeronáutica Ltda. (in the aggregate, representing 99.99% of the issued and outstanding equity interests of Inversiones Nueva Costa Verde Aeronáutica Ltda.). Consequently, Costa Verde Aeronáutica S.A. may be deemed to indirectly beneficially own 54,510,848 Shares.

(3) Inversiones Nueva Costa Verde Aeronáutica Dos S.A. is the sole shareholder of Costa Verde Aeronáutica SpA. Consequently, Inversiones Nueva Costa Verde Aeronáutica Dos S.A. may be deemed to indirectly beneficially own 9,228,949 Shares.

The Reporting Persons are the beneficial owners of 130,165,390 Shares (representing 21.46% of the issued and outstanding Shares as of September 30, 2019), and, subject to the restrictions under the Framework Agreement as described in Amendment No. 2 to this Schedule 13D filed on October 23, 2019, the Reporting Persons have shared power to vote or direct the vote of, and shared power to dispose of or direct the disposition of, all of such Shares.

(b) Except as set forth in this statement, no transactions in the Shares were effected by the Reporting Persons during the 60 day period ended January 8, 2020.

Costa Verde Aeronáutica S.A. Date — 29-Dic-19 20,380,999 16.00 Where and How Effected — Tender Offer
Costa Verde Aeronáutica Tres SpA 29-Dic-19 8,151,507 16.00 Tender Offer
Costa Verde Aeronáutica SpA 29-Dic-19 2,771,051 16.00 Tender Offer
Inversiones Nueva Costa Verde Aeronáutica Ltda. 29-Dic-19 5,444,671 16.00 Tender Offer
Inversiones Caravia Dos y Cía. Ltda. 29-Dic-19 820,541 16.00 Tender Offer
Inversiones Priesca Dos y Cía. Ltda. 29-Dic-19 824,007 16.00 Tender Offer
Inversiones El Fano Dos y Cía. Ltda. 29-Dic-19 624,553 16.00 Tender Offer
Inversiones La Espasa Dos y Cía. Ltda. 29-Dic-19 58,214 16.00 Tender Offer
Inversiones La Espasa Dos S.A. 29-Dic-19 7,464 16.00 Tender Offer

Field: Page; Sequence: 50; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 50 Field: /Sequence

Field: /Page

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

JUAN JOSÉ CUETO PLAZA
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
January 8, 2020 IGNACIO JAVIER CUETO PLAZA
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
ENRIQUE MIGUEL CUETO PLAZA
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
MARÍA ESPERANZA CUETO PLAZA
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
ISIDORA CUETO CAZES
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
FELIPE JAIME CUETO RUIZ-TAGLE
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
MARÍA EMILIA CUETO RUIZ-TAGLE
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact

Field: Page; Sequence: 51; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 51 Field: /Sequence

Field: /Page
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
VALENTINA SARA CUETO VENTURA
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
ALEJANDRA SONIA CUETO VENTURA
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
FRANCISCA MARÍA CUETO VENTURA
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
JUAN JOSÉ CUETO VENTURA
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
MANUELA CUETO SARQUIS
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
PEDRO CUETO SARQUIS
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
JUAN CUETO SARQUIS
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
ANTONIA CUETO SARQUIS
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact

Field: Page; Sequence: 52; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 52 Field: /Sequence

Field: /Page
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
IGNACIO CUETO DÉLANO
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
JAVIER CUETO DÉLANO
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
PABLO CUETO DÉLANO
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
JOSÉ CUETO DÉLANO
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
NIEVES ISABEL ALCAÍNO CUETO
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
MARÍA ESPERANZA ALCAÍNO CUETO
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
INVERSIONES MINERAS DEL CANTABRICO S.A.
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact

Field: Page; Sequence: 53; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 53 Field: /Sequence

Field: /Page

January 8, 2020 COSTA VERDE AERONÁUTICA S.A.
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
January 8, 2020 INVERSIONES COSTA VERDE LIMITADA Y COMPAÑÍA EN COMANDITA POR ACCIONES
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
INVERSIONES COSTA VERDE LIMITADA
January 8, 2020 By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
January 8, 2020 INVERSIONES COSTA VERDE AERONÁUTICA S.A. — By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
January 8, 2020 INMOBILIARIA E INVERSIONES LA ESPASA LIMITADA
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
INMOBILIARIA E INVERSIONES CARAVIA LIMITADA
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
INMOBILIARIA E INVERSIONES PUERTO CLARO LIMITADA
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
INMOBILIARIA E INVERSIONES PRIESCA LIMITADA
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact

Field: Page; Sequence: 54; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 54 Field: /Sequence

Field: /Page
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
INVERSIONES NUEVA COSTA VERDE AERONÁUTICA DOS S.A.
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
INVERSIONES DEL CANTABRICO LIMITADA
January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
January 8, 2020 COSTA VERDE AERONÁUTICA TRES SpA
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
January 8, 2020 INVERSIONES NUEVA COSTA VERDE AERONÁUTICA LTDA.
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
January 8, 2020 COSTA VERDE AERONÁUTICA SpA
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact

Field: Page; Sequence: 55; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 55 Field: /Sequence

Field: /Page

January 8, 2020
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
January 8, 2020 INVERSIONES CARAVIA DOS Y CIA. LTDA.
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
January 8, 2020 INVERSIONES EL FANO DOS Y CIA. LTDA.
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
January 8, 2020 INVERSIONES LA ESPASA DOS Y CIA. LTDA.
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact
January 8, 2020 INVERSIONES LA ESPASA DOS S.A.
By: /s/ Juan José Cueto Plaza
Name: Juan José Cueto Plaza
Title: Attorney-in-fact

56

Field: Rule-Page

Field: /Rule-Page

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