SC 13D/A

 

 

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Act of 1934

(Amendment No. 5)*

 

 

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 Douglas Road, 12th Floor

Miami, Florida 33134

(305) 599-1800

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

March 2, 2012

(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 which 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(b) 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 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)  x        (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

 

     7    

SOLE VOTING POWER

 

10,043,100

     8   

SHARED VOTING POWER

 

826,000

     9   

SOLE DISPOSITIVE POWER

 

10,043,100

   10   

SHARED DISPOSITIVE POWER

 

826,000

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,869,100

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES **  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

13.60%

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)  x        (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

 

     7    

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)

 

12.42%

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)  x        (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

 

     7    

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)

 

12.42%

14  

TYPE OF REPORTING PERSON

 

CO

 


  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Jose Mas Irrevocable Trust

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (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

 

     7    

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)

 

0.53%

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)  x        (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

 

     7    

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)

 

0.35%

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)  x        (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

 

     7    

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)

 

0.35%

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)  x        (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

 

     7    

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)

 

0.16%

14  

TYPE OF REPORTING PERSON

 

CO

 


AMENDMENT NO. 5 TO SCHEDULE 13D

This Amendment No. 5 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”), Jose Mas Irrevocable Trust (“JR Trust”), Mas Equity Partners III, LLC (“Mas Partners III”), Mas Equity Partners, LLC (“Mas Partners”), Mas Family Foundation, Inc. (“Family Foundation”) (collectively, the “Reporting Person”). This Amendment No. 5 to Schedule 13D amends and updates the statements on Schedule 13D previously filed by the Reporting Person on November 14, 2004 (the “2004 Schedule 13D”) with respect to the Common Stock, $.10 par value (the “Common Stock”) of MasTec, Inc., a Florida corporation (the “Issuer”). The Reporting Person’s beneficial ownership has been properly reflected in the Issuer’s proxy statement since the 2004 Schedule 13D.

ITEM 1. Security and Issuer

This Schedule 13D (this “13D”) is filed with respect to the Common Stock, $.01 par value (the “Shares”), of the Issuer. The principal executive offices of the Issuer are located at 800 Douglas Road, Coral Gables, Florida 33134.

ITEM 2. Identity and Background

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

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

(b) The Reporting Person’s 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, Mas Partners III, Mas Partners, are passive investment vehicles. The JR Trust is an entity formed for family planning purposes. The Family Foundation is a not for profit corporation.

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

(e) To the best of the Reporting Person’s 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 JR Trust is a trust formed under a trust instrument governed by the laws of the state of Florida.

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

On March 2, 2012, Jorge L. Mas Canosa Holdings I Limited Partnership made a pro-rata distribution of shares of the Issuer resulting in the Jorge Mas’ beneficial ownership being reduced by 1,159,100 shares.


ITEM 4. Purpose of Transaction.

The description of the share distribution reflected in Item 3 to this 13D is hereby incorporated by reference in this Item 4.

ITEM 5. Interest in Securities of the Issuer.

 

Name and Title of Beneficial Owner

   Number of Outstanding
Shares Beneficially Owned
    Percentage of
Outstanding Shares of
Common Stock(1)
 

Jorge Mas

     10,869,100 (2)      13.60

JM Holdings I

     9,925,400        12.42

JM Holdings

     9,925,400        12.42

JR Trust

     425,000        .53

Mas Partners III

     276,000        .35

Mas Partners

     276,000        .35

Family Foundation

     125,000        .16

 

(1) The percentage of beneficial ownership is based upon 79,911,689 shares of Common Stock outstanding as of November 30, 2015.
(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; 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 117,700 shares owned individually by Jorge Mas.

The Reporting Person’s response to Item 3 to this 13D is hereby incorporated by reference in this Item 5. The Reporting Person’s responses to cover page Items 7 through 10 of this 13D are hereby incorporated by reference in this Item 5.

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

None.

ITEM 7. Material to be Filed as Exhibits

 

Exhibit
Number

  

Description

99.1    Joint Filer Agreement


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 18th day of December, 2015.

 

/s/ Jorge Mas

Name:   Jorge Mas
JORGE MAS HOLDINGS I, LLC
By:  

/s/ Jorge Mas

Name:   Jorge Mas
Title:   President
JORGE MAS HOLDINGS, LLC
By:  

/s/ Jorge Mas

Name:   Jorge Mas
Title:   Manager
JOSE MAS IRREVOCABLE TRUST
By:  

/s/ Jorge Mas

Name:   Jorge Mas
Title:   Trustee
MAS EQUITY PARTNERS III, LLC
By:  

/s/ Jorge Mas

Name:   Jorge Mas
Title:   Member of Mas Equity Partners, LLC
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


EXHIBIT INDEX

 

Exhibit
Number

  

Description

99.1    Joint Filer Agreement