Sec Form 13G Filing - Braslyn Ltd. filing for PAMPA ENERGIA S.A. (PAM) - 2019-09-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

PAMPA ENERGÍA S.A.

(Name of Issuer)

Common Shares, par value Ps.1.00 per share

American Depositary Shares, each representing 25 Common Shares

(Title of Class of Securities)

American Depositary Shares: 697660207**

(CUSIP Number)

August 12, 2019

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

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.

Pampa Energía S.A. (Pampa Energy Inc.) (the “Issuer”)

Maipú 1

C1084ABA

Buenos Aires, Argentina

This Schedule 13G is jointly filed by Braslyn Ltd. (“Braslyn”), Hidden Lake S.A. (“Hidden Lake”) and Joe Lewis (together with Braslyn and Hidden Lake, the “Reporting Persons”). Joe Lewis is the sole indirect beneficial owner of, and controls, each of Hidden Lake and Braslyn.

The principal business address for Braslyn and Joe Lewis is Cay House, EP Taylor Drive N7776, Lyford Cay, New Providence, Bahamas. The principal business address for Hidden Lake is Avenida del Libertador 602, Piso 3, CABA, Argentina.

Braslyn is a corporation organized under the laws of the Bahamas. Hidden Lake is a company (sociedade anónima) organized under the laws of Argentina. Joe Lewis is a citizen of the United Kingdom.

Common Shares, par value Ps.1.00 per share (the “Common Shares”) and American Depositary Shares (“ADSs”), each representing 25 Common Shares.

The CUSIP number for the ADSs is 697660207. No CUSIP number exists for the underlying Common Shares since such shares are not traded in the United States.

Not applicable.

(a) Amount beneficially owned:

Braslyn and Joe Lewis beneficially own 3,192,244 ADSs, representing 79,806,100 Common Shares. Hidden Lake and Joe Lewis beneficially own 74,361,449 Common Shares. The Reporting Persons beneficially own the equivalent of 154,167,549 Common Shares.

(b) Percent of class:

The Common Shares underlying the ADSs beneficially owned by Braslyn and Joe Lewis represent 4.5% of the Issuer’s outstanding Common Shares. The Common Shares beneficially owned by Hidden Lake and Joe Lewis represent 4.2% of the Issuer’s outstanding Common Shares. The Reporting Persons may be deemed to beneficially own in the aggregate 8.7% of the Issuer’s outstanding Common Shares. All percentages are based on 1,763,702,614 Common Shares stated to be outstanding as of August 30, 2019 by the Issuer on its website.

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote:

Braslyn, Hidden Lake and Joe Lewis do not have the sole power to vote or direct the vote of any ADSs or Common Shares.

(ii) Shared power to vote or to direct the vote:

Braslyn and Joe Lewis have shared voting power with respect to the 3,192,244 ADSs, which represent 79,806,100 Common Shares, they beneficially own. Hidden Lake and Joe Lewis have shared voting power with respect to the 74,361,449 Common Shares they beneficially own.

(iii) Sole power to dispose or direct the disposition of:

Braslyn, Hidden Lake and Joe Lewis do not have the sole power to dispose or direct the disposition of any ADSs or Common Shares.

(iv) Shared power to dispose or to direct the disposition of:

Braslyn and Joe Lewis have shared dispositive power with respect to the 3,192,244 ADSs, which represent 79,806,100 Common Shares, they beneficially own. Hidden Lake and Joe Lewis have shared dispositive power with respect to the 74,361,449 Common Shares they beneficially own.

Not applicable.

Only Braslyn has the right to receive dividends and the proceeds from the sale of the ADSs held by Braslyn. Only Hidden Lake has the right to receive dividends and the proceeds from the sale of the Common Shares held by Hidden Lake.

Not applicable.

Not applicable.

Not applicable.

(d) 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.

Exhibits

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.

Dated: September 5, 2019