Form SCHEDULE 13D/A Vista Energy, S.A.B. de Filed by: Galuccio Miguel Matias
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Vista Energy, S.A.B. de C.V. (Name of Issuer) |
Series A Shares, no par value / American Depositary Shares, each representing one series A share, no par value (Title of Class of Securities) |
(CUSIP Number) |
Miguel Matias Galuccio Torre Mapfre, 243 Paseo de la Reforma Av, 18th Floor Mexico City, O5, 06500 54 11 3754 8500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/13/2026 (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
Miguel Matias Galuccio | ||||||||
| 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)
OO | ||||||||
| 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
ARGENTINA
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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
6,739,892.00 | ||||||||
| 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)
6.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The securities reported in rows (7), (9) and (11) include: (i) 3,309,936 series A shares, (ii) 2,935,735 series A shares represented by 2,935,735 American depositary shares, and (iii) 494,221 series A shares deliverable upon exercise of 494,221 vested stock options.
The calculation reported in row (11) is based on 111,111,623 series A shares outstanding, which includes (i) 110,617,402 series A shares outstanding as of the date hereof, and (ii) 494,221 series A shares deliverable upon exercise of 494,221 vested stock options.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Series A Shares, no par value / American Depositary Shares, each representing one series A share, no par value | |
| (b) | Name of Issuer:
Vista Energy, S.A.B. de C.V. | |
| (c) | Address of Issuer's Principal Executive Offices:
Torre Mapfre, 243 Paseo de la Reforma Av, 18th Floor, Mexico City,
MEXICO
, 06500. | |
Item 1 Comment:
This Amendment No. 2 (the "Second Amendment") amends the Schedule 13D filed with the Securities and Exchange Commission on February 15, 2022, as amended from time to time (the "Schedule 13D") by the Reporting Person (as defined in the Schedule 13D), with respect to the series A shares, of Vista Energy, S.A.B. de C.V. (the "Issuer"), whose principal executive offices are located at Torre Mapfre, 243 Paseo de la Reforma Avenue, 18th Floor, Colonia Renacimiento, Alcaldia Cuauhtemoc, 06500, Mexico City, Mexico. This Second Amendment should be read in conjunction with, and is qualified in its entirety by reference to, the Schedule 13D. Except as disclosed in and expressly amended by this Second Amendment, all information set forth in the Schedule 13D is hereby unaffected. All capitalized terms used in this Second Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. This Second Amendment amends and restates Items 5(a)-(c). | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 6,739,892 series A shares, representing approximately 6.1% of the total number of series A shares outstanding. This amount consists of: (i) 3,309,936 series A shares, (ii) 2,935,735 series A shares represented by 2,935,735 American depositary shares, and (iii) 494,221 series A shares deliverable upon exercise of 494,221 vested stock options.
The foregoing beneficial ownership percentage is based on 111,111,623 series A shares outstanding, which includes (i) 110,617,402 series A shares outstanding as of the date hereof, and (ii) 494,221 series A shares deliverable upon exercise of 494,221 vested stock options. The series A shares deliverable upon exercise of the stock options referred to in the previous sentence are beneficially owned by the Reporting Person and included pursuant to Rule 13d-3(d)(1)(i) of the Securities Act of 1933. | |
| (b) | The Reporting Person may be deemed to have sole voting and dispositive power with respect to the 6,739,892 series A shares. | |
| (c) | On July 13, 2026, 281,186 vested stock options beneficially owned by the Reporting Person were canceled by the company at a price of $66.3 per series A share. The Reporting Person has not otherwise made any acquisition or disposition of series A shares or American Depositary Shares during the past sixty (60) days. | |
| 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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