0001213900-26-055273.txt : 20260512 0001213900-26-055273.hdr.sgml : 20260512 20260512193234 ACCESSION NUMBER: 0001213900-26-055273 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20260506 FILED AS OF DATE: 20260512 DATE AS OF CHANGE: 20260512 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Diez-Barroso Azcarraga Laura CENTRAL INDEX KEY: 0002119901 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32751 FILM NUMBER: 26970397 MAIL ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: ANDRES BELLO 45 OFICINA 17 STREET 2: PROMOTORA AERONAUTICA DEL PACIFICO CITY: MEXICO CITY PROVINCE COUNTRY: O5 ZIP: 11560 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Pacific Airport Group CENTRAL INDEX KEY: 0001347557 STANDARD INDUSTRIAL CLASSIFICATION: AIRPORTS, FLYING FIELDS & AIRPORT TERMINAL SERVICES [4581] ORGANIZATION NAME: 01 Energy & Transportation EIN: 000000000 STATE OF INCORPORATION: O5 FISCAL YEAR END: 1231 BUSINESS ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: AVENIDA MARIANO OTERO NO. 1249, PISO 6 STREET 2: COL. RINCONADA DEL BOSQUE CITY: GUADALAJARA, JALISCO PROVINCE COUNTRY: O5 BUSINESS PHONE: (52)(33) 3880-1100 MAIL ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: AVENIDA MARIANO OTERO NO. 1249, PISO 6 STREET 2: COL. RINCONADA DEL BOSQUE CITY: GUADALAJARA, JALISCO PROVINCE COUNTRY: O5 4 1 ownership.xml X0609 4 2026-05-06 0 0001347557 Pacific Airport Group PAC GAP B 0002119901 Diez-Barroso Azcarraga Laura true ANDRES BELLO 45, FLOOR 17 COLONIA POLANCO, CP MEXICO CITY O5 O5 11550 MEXICO 1 0 0 0 0 Series B shares 2026-05-06 4 J 0 19438479 A 34231996 D Series B shares 2026-05-06 4 J 0 21628281 D 0 I By AMP Series B shares 2026-05-06 4 J 0 25956136 0 A 25956136 I By Spouse Series BB Shares 2026-05-06 4 J 0 25263873 A Series B shares 25263873 25263873 D Series BB Shares 2026-05-06 4 J 0 75791619 D Series B shares 75791619 0 I By AMP On May 6, 2026, Grupo Aeroportuario del Pacifico, S.A.B. de C.V., (the "Issuer"), and certain other parties entered into a merger agreement, dated April 30, 2026 (the "Merger Agreement", and the transactions thereunder, the "Merger"). Pursuant to the Merger, five entities merged with and into the Issuer, each such merging entity was dissolved and the Issuer remained the surviving merged company. As consideration for the Merger, the Issuer issued new Series B shares, without par value, and Series BB shares, without par value, which have the right to convert to Series B shares (subject to certain timing conditions and notice requirements pursuant to Article Six of the Issuer's Amended and Restated Bylaws), to the shareholders of the merging entities. In connection with the Merger, the reporting person received an aggregate of 19,438,479 Series B shares and 25,263,873 Series BB shares for no cash consideration. In connection with the consummation of the Merger, on May 6, 2026, 21,628,281 Series B shares and 75,791,619 Series BB shares held indirectly by the reporting person through Aeropuertos Mexicanos del Pacifico, S.A.P.I. de C.V. ("AMP") were cancelled and terminated pursuant to the terms of the Merger Agreement. These Series B shares are held by the reporting person's spouse, who received them in connection with the Merger described in footnote (1) above. The reporting person disclaims beneficial ownership of these securities, except to the extent of her pecuniary interest therein, and this report shall not be deemed an admission that she was the beneficial owner of such securities for purposes of Section 16(a) of the Securities Exchange Act of 1934 (the "Act") or for any other purpose. The Series BB shares are convertible into an equal number of Series B shares at any time, at the holder's election, and have no expiration date (subject to certain timing conditions and notice requirements pursuant to Article Six of the Issuer's Amended and Restated Bylaws). These securities were owned directly by AMP, which was owned 66.6% by Controladora Mexicana de Aeropuertos, S.A. de C.V., which was owned 50% by Promotora Aeronautica del Pacifico, S.A. de C.V. ("PAP"). Through her control of PAP, the reporting person may have been deemed to beneficially own the securities that were directly owned by AMP. The reporting person disclaims beneficial ownership of these securities, except to the extent of her pecuniary interest therein, and this report shall not be deemed an admission that she was the beneficial owner of such securities for purposes of Section 16(a) of the Act or for any other purpose. /s/ Santiago Riveroll, as Attorney-in-Fact for Laura Renee Diez Barroso Azcarraga 2026-05-12