Statement of Ownership (sc 13g)
20 Dezember 2021 - 12:04PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. )*
Arcos
Dorados Holdings Inc.
(Name
of Issuer)
Class
A Common Stock
(Title
of Class of Securities)
G0457F107
(CUSIP
Number)
October
6, 2021
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
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*
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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 the disclosures provided in a prior cover page.
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The
information required in 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).
CUSIP No. G0457F107
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1.
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Names of Reporting Persons
Fideicomiso de Administración con Derecho de Reversión Identificado con el Número F/3871
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2.
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Check the Appropriate
Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United Mexican States
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
7,433,108 (1)
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
7,433,108 (1)
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,433,108 (1)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
5.70% (2)
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12.
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Type of Reporting Person (See Instructions)
OO
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(1)
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All
shares of Class A Common Stock of Arcos Dorados Holdings Inc. (the “Issuer”) held by Fideicomiso de Administración
con Derecho de Reversión Identificado con el Número F/3871 (“Trust F/3871”) may be deemed to be beneficially
owned by David Coppel Calvo as administrator of Trust F/3871.
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(2)
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Based
on 130,478,322 shares of the Issuer’s Class A Common Stock outstanding on September 30, 2021, as reported in the Issuer’s
Form 6-K filed on November 10, 2021.
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CUSIP No. G0457F107
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1.
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Names of Reporting Persons
Contrato de Fideicomiso de Administración con Derecho de Reversión
Número F/3989
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2.
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Check the Appropriate
Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United Mexican States
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
302,419 (1)
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
302,419 (1)
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
302,419 (1)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
0.23% (2)
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12.
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Type of Reporting Person (See Instructions)
OO
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(1)
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All
shares of Class A Common Stock of the Issuer held by Contrato de Fideicomiso de Administración con Derecho de Reversión
Número F/3989 (“Trust F/3989”) may be deemed to be beneficially owned by David Coppel Calvo as he holds sole power
to decide and give investment orders or instructions on Trust F/3989.
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(2)
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Based
on 130,478,322 shares of the Issuer’s Class A Common Stock outstanding on September 30, 2021, as reported in the Issuer’s
Form 6-K filed on November 10, 2021.
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CUSIP No. G0457F107
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1.
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Names of Reporting Persons
David Coppel Calvo
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2.
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Check the Appropriate
Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United Mexican States
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
7,735,527 (1)
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
7,735,527 (1)
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,735,527 (1)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
5.93% (2)
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12.
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Type of Reporting Person (See Instructions)
IN
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(1)
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All
Class A Common Stock of the Issuer held by Trust F/3871 and Trust F/3989 (the “Trusts”) may be deemed to be beneficially
owned by David Coppel Calvo as administrator of Trust F/3871 and as he holds sole power to decide and give investment orders or instructions
on Trust F/3989.
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(2)
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Based
on 130,478,322 shares of the Issuer’s Class A Common Stock outstanding on September 30, 2021, as reported in the Issuer’s
Form 6-K filed on November 10, 2021.
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Item
1.
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(a)
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Name
of Issuer
Arcos Dorados Holdings Inc. (the “Issuer”)
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(b)
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Address
of Issuer’s Principal Executive Offices
Dr. Luis Bonavita 1294, Office 501
Montevideo,
Uruguay, 11300 WTC Free Zone
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Item
2.
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(a)
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Name
of Person Filing
Fideicomiso de Administración con Derecho de Reversión Identificado con el Número F/3871 (“Trust F/3871”),
Contrato de Fideicomiso de Administración con Derecho de Reversión Número F/3989 (“Trust F/3989”)
and David Coppel Calvo (together, “Reporting Persons”)(1)
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(b)
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Address
of Principal Business Office or, if none, Residence:
Trust F/3871 — Banco Invex, S.A.
Blvd.
Manuel Avila Camacho 40 - piso 9
Col.
Lomas de Chapultepec III sección
Del.
Miguel Hidalgo, C.P. 11000
Ciudad
de México, México
Trust
F/3989 — Banco Invex, S.A.
Blvd.
Manuel Avila Camacho 40 - piso 9
Col.
Lomas de Chapultepec III sección
Del.
Miguel Hidalgo, C.P. 11000
Ciudad
de México, México
Mr.
Coppel Calvo — Av. Kiki Murillo 101 - 20
Col.
La Primavera, C.P. 80300
Culiacán,
Sinaloa, México.
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(c)
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Citizenship
The Trusts are organized under the laws of the United Mexican States.
Mr.
Coppel Calvo is a citizen of the United Mexican States.
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(d)
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Title
of Class of Securities
Class A Common Stock, no par value.
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(e)
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CUSIP
Number
G0457F107
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Item
3.
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If
this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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Not
Applicable.
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(1)
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Neither
the present filing nor anything contained herein shall be construed as an admission that the Reporting Persons constitute a “group”
for any purpose and each expressly disclaims membership in a group.
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Item 4.
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Ownership
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Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item
1.
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(a)
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Amount
beneficially owned:
See
the responses to Item 9 on the attached cover pages.
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(b)
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Percent
of class:
See
the responses to Item 11 on the attached cover pages.
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote
See
the responses to Item 5 on the attached cover pages.
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(ii)
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Shared
power to vote or to direct the vote
See
the responses to Item 6 on the attached cover pages.
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(iii)
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Sole
power to dispose or to direct the disposition of
See
the responses to Item 7 on the attached cover pages.
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(iv)
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Shared
power to dispose or to direct the disposition of
See
the responses to Item 8 on the attached cover pages.
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Item 5.
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Ownership
of 5 Percent or Less of a Class
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following ☐.
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Item 6.
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Ownership
of More than 5 Percent on Behalf of Another Person
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Not
Applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not
Applicable.
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Item 8.
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Identification
and Classification of Members of the Group
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Not
Applicable.
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Item 9.
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Notice
of Dissolution of Group
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Not
Applicable.
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Item
10.
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Certification
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By signing
below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect.
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[Signature
page to follow]
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
December 17, 2021
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FIDEICOMISO
DE ADMINISTRACIÓN CON DERECHO DE REVERSIÓN IDENTIFICADO CON EL NÚMERO F/3871
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By:
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INVEX
S.A., as Trustee
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By:
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/s/ Francisco Javier Martínez García
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Name:
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Francisco
Javier Martínez García
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Title:
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Delegado
Fiduciario
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By:
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/s/ Pedro Izquierdo Rueda
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Name:
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Pedro
Izquierdo Rueda
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Title:
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Delegado
Fiduciario
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CONTRATO
DE FIDEICOMISO DE ADMINISTRACIÓN CON DERECHO DE REVERSIÓN NÚMERO F/3989
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By:
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INVEX
S.A., as Trustee
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By:
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/s/ Francisco Javier Martínez García
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Name:
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Francisco
Javier Martínez García
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Title:
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Delegado
Fiduciario
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By:
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/s/ Pedro Izquierdo Rueda
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Name:
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Pedro
Izquierdo Rueda
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Title:
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Delegado
Fiduciario
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DAVID
COPPEL CALVO
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/s/ David Coppel Calvo
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JOINT
FILING AGREEMENT
We,
the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any
amendments thereto filed by any or all of us, will be filed, on behalf of each of us.
Date:
December 17, 2021
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FIDEICOMISO DE ADMINISTRACIÓN CON DERECHO DE REVERSIÓN IDENTIFICADO CON EL NÚMERO F/3871
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By:
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INVEX S.A., as Trustee
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By:
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/s/
Francisco Javier Martínez García
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Name:
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Francisco Javier Martínez García
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Title:
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Delegado Fiduciario
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By:
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/s/
Pedro Izquierdo Rueda
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Name:
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Pedro Izquierdo Rueda
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Title:
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Delegado Fiduciario
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CONTRATO DE FIDEICOMISO DE ADMINISTRACIÓN CON DERECHO DE REVERSIÓN NÚMERO F/3989
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By:
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INVEX S.A., as Trustee
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By:
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/s/
Francisco Javier Martínez García
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Name:
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Francisco Javier Martínez García
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Title:
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Delegado Fiduciario
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By:
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/s/ Pedro Izquierdo Rueda
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Name:
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Pedro Izquierdo Rueda
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Title:
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Delegado Fiduciario
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DAVID COPPEL CALVO
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/s/
David Coppel Calvo
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