MASTEC INC — Director's Dealing 2019

Nov 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTEC INC (MTZ)
CIK: 0000015615
Period of Report: 2019-11-19

Reporting Person: MAS JORGE (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-19	Forward sale contract (potential obligation to sell)	$	J	2500000	Acquired		Common Stock (2500000)	Indirect

Footnotes

F1: On November 19, 2019, Jorge Mas Holdings I, LLC, a Florida limited liability company ("JM Holdings I"), which is controlled by Jorge Mas Holdings, LLC, a Florida limited liability company, of which the reporting person is the sole member, entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. JM Holdings I pledged an aggregate of 2,500,000 shares (the "Pledged Shares") of MasTec, Inc. common stock to secure its obligations under the contract, and retained ownership and voting rights in the Pledged Shares during the term of the pledge. The contract obligates JM Holdings I to deliver to the buyer, on the applicable settlement date for the applicable component (of ten components), at JM Holdings I's option, up to one hundred percent (100%) of the number of Pledged Shares for such component or an equivalent amount of cash.

F2: (Continued from Footnote 1) The number of shares of MasTec, Inc. common stock to be delivered to the buyer on the settlement date (or on which to base the amount of cash to be delivered to the buyer on the settlement date) is to be determined as follows: (a) if the volume-weighted average price of MasTec, Inc. common stock on the designated valuation date for the applicable component (each, a "Settlement Price") is less than or equal to $61.794 (the "Floor Price"), JM Holdings I will deliver to the buyer all of the Pledged Shares for the applicable component; (b) if such Settlement Price is greater than the Floor Price but less than or equal to $82.804 (the "Cap Price"), JM Holdings I will deliver to the buyer the number of shares equal to one hundred percent (100%) of the Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is such Settlement Price and

F3: (Continued from Footnote 2) (c) if such Settlement Price is greater than the Cap Price, JM Holdings I will deliver to the buyer the number of shares equal to one hundred percent (100%) of Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price plus the excess of such Settlement Price over the Cap Price, and the denominator of which is such Settlement Price.

F4: In connection with JM Holdings I's entry into the forward contract described in Footnote (1), JM Holdings I was entitled to receive aggregate net cash payments (amounts receivable by it upon entry into the forward contract) of $145,892,632.06. Such amount was determined based on the market value of MasTec, Inc. common stock on November 19, 2019.

F5: Each component is exercisable on the same date as it expires, which date for each component, occurs between December 5, 2022 and December 16, 2022.

F6: Shares owned of record by JM Holdings I.