Form SCHEDULE 13D/A GRUPO TELEVISA, S.A.B. Filed by: AZCARRAGA JEAN EMILIO FERNANDO
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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GRUPO TELEVISA, S.A.B. (Name of Issuer) |
Series A Shares; Series B Shares; Dividend Preferred Shares; Series L Shares (Title of Class of Securities) |
(CUSIP Number) |
Luis Alejandro Bustos Olivares c/o Grupo Televisa, S.A.B., Av. Vasco de Quiroga No. 2000 Mexico City, O5, 01210 011 52 55 5022 5899 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/03/2026 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Emilio Fernando Azcarraga Jean | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
MEXICO
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
79,015,058,897.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
22.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The Shares reported in row (11) consist of (i) 57,796,450,290 A Shares and 13,396,406,679 A Shares underlying Convertible Debentures (as defined and further described in Item 4 below) representing 53.9% of the outstanding A Shares, assuming the conversion of the Convertible Debentures reported herein; (ii) 1,870,526,548 B Shares representing 3.4% of the outstanding B Shares; (iii) 2,975,837,690 D Shares representing 3.6% of the outstanding D Shares; and (iv) 2,975,837,690 L Shares representing 3.6% of the outstanding L Shares (See Item 5(a)).
The Shares reported in rows (8) and (11) include 48,043,120,810 Shares, which consist of (i) 28,275,978,654 A Shares; (ii) 1,710,408,348 B Shares; 2,721,104,190 D Shares; and (iv) 2,721,104,190 L Shares, subject to Special Voting Rights pursuant to the Transaction Agreement. In addition, the Shares reported in rows (8) and (11) include 12,614,525,428 A Shares underlying Convertible Debentures, subject to Special Voting Rights of Conversion Shares (as defined and further described in Item 4 below) pursuant to the Conversion Shares Voting Agreement (as defined and further described in Item 4 below).
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Series A Shares; Series B Shares; Dividend Preferred Shares; Series L Shares | |
| (b) | Name of Issuer:
GRUPO TELEVISA, S.A.B. | |
| (c) | Address of Issuer's Principal Executive Offices:
AV VASCO DE QUIROGA 2000, COLONIA SANTA FE,
MEXICO
, 01210. | |
Item 1 Comment:
This Amendment No. 5 ("Amendment No. 5") amends the Schedule 13D (the "Original Schedule 13D"), Amendment No. 1 to the Original Schedule 13D ("Amendment No. 1"), Amendment No. 2 to the Original Schedule 13D ("Amendment No. 2"), Amendment No. 3 to the Original Schedule 13D ("Amendment No. 3") and Amendment No. 4 to the Original Schedule 13D ("Amendment No. 4"), filed by the Reporting Person with the SEC on April 5, 2004, January 19, 2006, February 15, 2024, January 5, 2026 and April 1, 2026, respectively, with respect to the Series A Shares of common stock, no par value (the "A Shares"), the Series B Shares of common stock, no par value (the "B Shares"), the Dividend Preferred Shares, no par value (the "D Shares"), and the limited-voting Series L Shares, no par value ("L Shares" and, together with the A Shares, the B Shares and the D Shares, the "Shares") of Grupo Televisa, S.A.B. (the "Issuer"). This Amendment No. 5 supplements Items 3, 4, 6 and 7 and amends and restates Items 5(a)-(c) as set forth below.
Except as set forth herein, in Amendment No. 1, in Amendment No. 2, in Amendment No. 3 and in Amendment No. 4, the information in the Original 13D is unchanged and has been omitted from this Amendment No. 5. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Original 13D.
The Shares trade on the Mexican Stock Exchange in the form of certificados de participacion ordinarios ("CPOs"), each of which currently comprises of 25 A Shares, 22 B Shares, 35 D Shares and 35 L Shares, and in the United States, in the form of global depositary shares, each of which represent 5 CPOs. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth in Item 4 of this Amendment No. 5 is hereby incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
On June 3, 2026 (the "Closing Date"), the Reporting Person purchased from the Issuer a zero-coupon mandatory convertible debenture (the "Convertible Debenture") convertible into 781,881,251 A Shares, for an aggregate purchase price of Ps. 65,637,260.34, in order to maintain the proportion of the Issuer's A Shares relative to the other series of shares of the Issuer's capital stock in light of the issuance of Convertible Debentures to other third parties. Accordingly, AAN and BGM also agreed to subscribe for Convertible Debentures convertible into 13,396,406,679 A Shares in the aggregate (as applicable, the "Conversion Shares"), under the same terms and at the same price per share as the Reporting Person.
The Convertible Debenture does not accrue interest, and will mature and be mandatorily convertible into A Shares on the earlier of (a) June 3, 2027 and (b) the date on which the Issuer defaults on liabilities in excess of $100,000,000, among other events of distress and default, subject to obtaining applicable regulatory authorizations (the "Maturity Date"), unless earlier converted pursuant to the terms of the Convertible Debenture.
The Convertible Debenture is not redeemable.
The Reporting Person also agreed to undertake, for a period of 360 (three hundred sixty) days counted from the Maturity Date, not to, without the prior written consent of the Issuer, directly or indirectly: (i) offer, pledge, sell, contract to sell, offer or sell, enter into any option or contract to sell, grant any option, right or warrant to purchase, lend, dispose of or otherwise transfer the A shares underlying the Convertible Debenture; (ii) enter into any derivative financial transaction, swap, forward contract, hedge or other contract or transaction that transfers, in whole or in part, directly or indirectly, the economic benefit of ownership of the A shares underlying the Convertible Debenture, regardless of whether such transaction is settled by delivery of the A shares underlying the Convertible Debenture, in cash or otherwise; or (iii) publicly announce the intention to carry out any of the transactions referred to in the foregoing subsections.
A copy of the Convertible Debenture certificate is included as Exhibit 99.4 to this Amendment No. 5, and is qualified in its entirety to the full text thereof and incorporated herein by reference.
In addition, on June 3, 2026, the Reporting Person and the Azcarraga Trust entered into an agreement (the "Conversion Shares Voting Agreement") with AAN and BGM, pursuant to which the Reporting Person, through the Azcarraga Trust, will have the right to exercise all voting rights attached to the Conversion Shares with respect to the appointment, removal and/or ratification of members of the Issuer's board of directors ("Special Voting Rights of Conversion Shares") so long as the Reporting Person is not declared legally dead, incapacitated or absent and holds more than 13,329,746,451 A Shares in the Azcarraga Trust. Each of AAN and BGM will have the right to exercise all voting rights attached to each of their Conversion Shares other than those specified in the preceding sentence.
The foregoing summary of the Conversion Shares Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the, a copy of which is filed as Exhibit 99.5 to this Amendment No. 5 and incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows (11) and (13) of the cover page and the footnote on the cover page to this Schedule 13D for the aggregate number of Shares and percentage of Shares beneficially owned by the Reporting Person. The percentages used in this Schedule 13D are calculated based upon 340,621,798,257 Shares outstanding as of March 31, 2026, consisting of 118,614,113,375 A Shares, 54,882,207,692 B Shares, 83,562,738,595 D Shares and 83,562,738,595 L Shares, in each case as reported in the Issuer's Form 20-F, filed with the Securities and Exchange Commission on April 30, 2026, adjusted to give pro forma effect to the conversion of the 13,396,406,679 A Shares issuable upon conversion of the Convertible Debentures beneficially owned by the Reporting Person. | |
| (b) | See rows (7) through (10) of the cover page and the footnote on the cover page to this Schedule 13D for the number of Shares as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
Trust No. 11042181 (the "LTRP Trust") is a trust organized under the laws of Mexico as an equity compensation plan for employees of the Issuer. The LTRP Trust holds certain number of Shares which are not included in the number of A Shares, B Shares, D Shares and L Shares included in items 7 through 10 of the cover page to this Amendment No. 5. Shares held in the LTRP Trust become vested over a period of years, reducing the number of Shares held in the LTRP Trust accordingly. A technical committee, all of whose members are employees of the Issuer, has the power to control the voting of Shares held by the LTRP Trust. Thus, the LTRP Trust may be deemed to be controlled by the Issuer, and the Issuer and EAJ may be deemed to share beneficial ownership of all Shares beneficially owned by the LTRP Trust. EAJ expressly disclaims such beneficial ownership. | |
| (c) | Except as set forth in Item 4 of this Amendment No. 5, no transactions in the CPOs have been effected by the Reporting Person during the past sixty (60) days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 4 of this Amendment No. 5 is hereby incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.4: Convertible Debenture Certificate, dated June 3, 2026.
Exhibit 99.5: Conversion Shares Voting Agreement, dated June 3, 2026, by and among the Reporting Person, the Azcarraga Trust, AAN and BGM. | ||
| 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.
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ATTACHMENTS / EXHIBITS