MASTEC INC - Major Shareholding Notification 2019

SC 13D/A 1 d838118dsc13da.htm SC 13D/A SC 13D/A

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Act of 1934

(Amendment No. 6)*

MasTec, Inc.

(Name of Issuer)

Common Stock, Par Value $.10 Per Share

(Title of Class of Securities)

576323109

(CUSIP Number)

Jorge Mas

MasTec, Inc.

800 S. Douglas Road, 12 th Floor

Miami, Florida 33134

(305) 599-1800

(Name, address and telephone number of person authorized to receive notices and communications)

November 19, 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 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 persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for 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)

| 1 | NAME OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS Jorge Mas |
| --- | --- |
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS 00 |
| 5 | CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION United
States |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 10,126,066
8	SHARED VOTING POWER 1,474,941
9	SOLE DISPOSITIVE POWER 10,126,066
10	SHARED DISPOSITIVE POWER 1,474,941

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,601,007
12	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** ☐
13	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 13.3%
14	TYPE OF REPORTING
PERSON IN

| 1 | NAME OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS Jorge Mas Holdings I,
LLC |
| --- | --- |
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS 00 |
| 5 | CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Florida |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 9,925,400
8	SHARED VOTING POWER
9	SOLE DISPOSITIVE POWER 9,925,400
10	SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,925,400
12	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** ☐
13	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 13.0%
14	TYPE OF REPORTING
PERSON CO

| 1 | NAME OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS Jorge Mas Holdings,
LLC |
| --- | --- |
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS 00 |
| 5 | CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Florida |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 9,925,400
8	SHARED VOTING POWER
9	SOLE DISPOSITIVE POWER 9,925,400
10	SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,925,400
12	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** ☐
13	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 13.0%
14	TYPE OF REPORTING
PERSON CO

| 1 | NAME OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS Jorge Mas Irrevocable Family
Trust |
| --- | --- |
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS 00 |
| 5 | CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Florida |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER
8	SHARED VOTING POWER 648,941
9	SOLE DISPOSITIVE POWER
10	SHARED DISPOSITIVE POWER 648,941

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 648,941
12	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** ☐
13	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0.9%
14	TYPE OF REPORTING
PERSON OO

| 1 | NAME OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS Jose Ramon Mas Irrevocable
Family Trust |
| --- | --- |
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS 00 |
| 5 | CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Florida |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER
8	SHARED VOTING POWER 425,000
9	SOLE DISPOSITIVE POWER
10	SHARED DISPOSITIVE POWER 425,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 425,000
12	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** ☐
13	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0.6%
14	TYPE OF REPORTING
PERSON OO

| 1 | NAME OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS Mas Equity Partners III,
LLC |
| --- | --- |
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS 00 |
| 5 | CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER
8	SHARED VOTING POWER 276,000
9	SOLE DISPOSITIVE POWER
10	SHARED DISPOSITIVE POWER 276,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 276,000
12	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** ☐
13	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0.4%
14	TYPE OF REPORTING
PERSON CO

| 1 | NAME OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS Mas Equity Partners,
LLC |
| --- | --- |
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS 00 |
| 5 | CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER
8	SHARED VOTING POWER 276,000
9	SOLE DISPOSITIVE POWER
10	SHARED DISPOSITIVE POWER 276,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 276,000
12	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** ☐
13	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0.4%
14	TYPE OF REPORTING
PERSON CO

| 1 | NAME OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS Mas Family Foundation
Inc. |
| --- | --- |
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS 00 |
| 5 | CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Florida |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER
8	SHARED VOTING POWER 125,000
9	SOLE DISPOSITIVE POWER
10	SHARED DISPOSITIVE POWER 125,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,000
12	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** ☐
13	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0.2%
14	TYPE OF REPORTING
PERSON CO

AMENDMENT NO. 6 TO SCHEDULE 13D

This Amendment No. 6 to Schedule 13D is filed jointly on behalf of Jorge Mas, Jorge Mas Holdings I, LLC (JM Holdings I), Jorge Mas Holdings, LLC (JM Holdings), Jorge Mas Irrevocable Family Trust (JM Trust), Jose Ramon Mas Irrevocable Family Trust (JR Trust), Mas Equity Partners III, LLC (Mas Partners III), Mas Equity Partners, LLC (Mas Partners), and Mas Family Foundation Inc. (Family Foundation) (collectively, the Reporting Person). This Amendment No. 6 to Schedule 13D amends and updates the statements on Schedule 13D previously filed on November 14, 2004, as amended by five amendments thereto, the last of which was filed on December 18, 2015, with respect to the Common Stock, $.10 par value (the Shares or Common Stock) of MasTec, Inc., a Florida corporation (the Issuer).

ITEM 2. Identity and Background

The information set forth below is identical for each of the Reporting Persons unless otherwise noted below.

(a) This 13D is filed by the Reporting Person.

(b) The Reporting Persons address is at 800 Douglas Road, Coral Gables, Florida 33134.

(c) Jorge Mas principal occupation is Chairman of the Issuer. JM Holdings I, JM Holdings, the JR Trust, Mas Partners III and Mas Partners are passive investment vehicles. The JM Trust and JR Trust are entities formed for family planning purposes. The Family Foundation is a not for profit corporation.

(d) To the best of the Reporting Persons knowledge, such person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) To the best of the Reporting Persons knowledge, such person has not, within the last five years, 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.

(f) Jorge Mas is a citizen of the United States of America. JM Holdings I and JM Holdings are Florida limited liability companies. Mas Partners III and Mas Partners are Delaware limited liability companies. The Family Foundation is a Florida not-for-profit corporation. The JM Trust and JR Trusts are trusts formed under trust instruments governed by the laws of the state of Florida.

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

On August 7, 2018, the Jorge Mas Irrevocable Family Trust dated June 1, 2012 gifted 648,941 Shares to the Jorge Mas Irrevocable Family Trust dated August 7, 2018 (the JM Trust).

ITEM 4. Purpose of Transaction.

The purpose of this filing to is report the entry by JM Holdings I into a prepaid variable forward sale contract with an unaffiliated party on November 19, 2019 (the Prepaid Forward Contract). The Prepaid Forward Contract obligates JM Holdings I to deliver to the buyer, on the applicable date in December 2022 for the applicable component (each, a Settlement Date), at JM Holdings Is option, up to one hundred percent (100%) of the number of Shares pledged for such component or an equivalent amount of cash. JM Holdings I entered into the Prepaid Forward Contract to provide funds for investment in the Miami Major League Soccer franchise. For more information on the terms of the Prepaid Forward Contract, please see Item 6 below.

In addition, on August 7, 2018, the Jorge Mas Irrevocable Family Trust dated June 1, 2012 gifted 648,941 Shares to the JM Trust, one of the trustees of which is, for estate planning purposes, Jorge Mass spouse. Jorge Mas disclaims beneficial ownership of such Shares, and this report should not be deemed an admission that Jorge Mas is the beneficial owner of the securities for any other purpose.

ITEM 5. Interest in Securities of the Issuer.

Name and Title of Beneficial Owner — Jorge Mas	10,126,066	(2)	13.3 %
JM Holdings I	9,925,400	(3)	13.0 %
JM Holdings	9,925,400	(3)	13.0 %
JM Trust	648,941		0.9 %
JR Trust	425,000		0.6 %
Mas Partners III	276,000		0.4 %
Mas Partners	276,000		0.4 %
Family Foundation	125,000		0.2 %

(1) The percentage of beneficial ownership is based upon 76,334,513 shares of Common Stock outstanding as of November 15, 2019.

(2) The shares beneficially owned by Jorge Mas include: 9,925,400 shares owned by JM Holdings I, which is controlled by JM Holdings, of which Jorge Mas is the sole member; 648,941 shares owned by the JM Trust, one of the trustees of which is Jorge Mass spouse; 425,000 shares owned by the JR Trust of which Jorge Mas is a trustee, 276,000 shares owned by Mas Partners III, in which Mas Partners is a member and of which Jorge Mas is the sole member; 125,000 shares owned by the Family Foundation, a Florida not-for-profit corporation, of which Jorge Mas is the president and member of the Board of Director; and 200,666 shares owned individually by Jorge Mas. Jorge Mas disclaims beneficial ownership of all Shares held by the JR Trust, JM Trust, Mas Partners III and the Family Foundation, except, in each case, to the eextent of his pecuniary interest therein, if any.

(3) 2,500,000 shares of Common Stock owned by JM Holdings I are subject to the Prepaid Forward Contract and are pledged as collateral to secure JM Holdings Is obligations under the Prepaid Forward Contract.

The Reporting Persons responses to cover page Items 7 through 10 of this 13D/A are hereby incorporated by reference in this Item 5.

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

2,500,000 Shares owned by JM Holdings I are covered by the Prepaid Forward Contract. The Prepaid Forward Contract obligates JM Holdings I to deliver to the buyer under the Prepaid Forward Contract, on each Settlement Date, at JM Holdings Is option, up to one hundred percent (100%) of the number of Shares pledged for the applicable component or an equivalent amount of cash. JM Holdings I pledged an aggregate of 2,500,000 Shares the (Pledged Shares) to secure its obligations under the Prepaid Forward Contract, and retained ownership and voting rights in the Pledged Shares during the term of the pledge. The number of Shares to be delivered to the buyer on each Settlement Date (or on which to base the amount of cash to be delivered to the buyer on such Settlement Date) is to be determined as follows: (a) if the volume-weighted average price of Shares 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 (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. Except as set forth above, JM Holdings I retains beneficial ownership of the Pledged Shares, including voting power with respect thereto.

ITEM 7. Material to be Filed as Exhibits

Exhibit Number	Description
99.1	Joint Filing Agreement
99.2	Variable Share Forward Transaction Confirmation dated November 19, 2019 by and between Bank of America, N.A. and Jorge Mas Holdings I, LLC.
99.3	Pledge Agreement dated November 19, 2019 by and between Bank of America, N.A. and Jorge Mas Holdings I, LLC.

SIGNATURES

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.

EXECUTED as of this 19th day of November, 2019.

/s/ Jorge Mas
Name:	Jorge Mas
JORGE MAS HOLDINGS I, LLC
By:	Jorge Mas Holdings, LLC, its Manager
By:	/s/ Jorge Mas
Name:	Jorge Mas
Title:	Manager
JORGE MAS HOLDINGS, LLC
By:	/s/ Jorge Mas
Name:	Jorge Mas
Title:	Manager
JOSE RAMON MAS IRREVOCABLE FAMILY TRUST
By:	/s/ Jorge Mas
Name:	Jorge Mas
Title:	Trustee
MAS EQUITY PARTNERS III, LLC
By:	/s/ Jose Mas
Name:	Jose Mas
Title:	Member
MAS EQUITY PARTNERS, LLC
By:	/s/ Jorge Mas
Name:	Jorge Mas
Title:	Member
MAS FAMILY FOUNDATION INC.
By:	/s/ Jorge Mas
Name:	Jorge Mas
Title:	President
JORGE MAS IRREVOCABLE FAMILY TRUST
By:	/s/ Jose Mas
Name:	Jose Mas
Title:	Trustee

EXHIBIT INDEX

Exhibit Number	Description
99.1	Joint Filing Agreement
99.2	Variable Share Forward Transaction Confirmation dated November 19, 2019 by and between Bank of America, N.A. and Jorge Mas Holdings I, LLC.
99.3	Pledge Agreement dated November 19, 2019 by and between Bank of America, N.A. and Jorge Mas Holdings I, LLC.

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