UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Telefónica, S.A.
28050 Madrid, Spain
Telephone: (+34) 91 4823734
Receive Notices and Communications)
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.o
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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 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 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).
CUSIP No. | Y1505N 10 0 |
1 | NAMES OF REPORTING PERSONS TELEFÓNICA, S.A. | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
[WC] | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
THE KINGDOM OF SPAIN | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | [None] | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 1,972,315,708 + such number of shares equivalent to USD 500,000,000* | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | [None] | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
1,972,315,708 + such number of shares equivalent to USD 500,000,000* | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
1,972,315,708 + such number of shares equivalent to USD 500,000,000* | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
Approximately 9.7%** | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
2
CUSIP No. | Y1505N 10 0 |
1 | NAMES OF REPORTING PERSONS TELEFÓNICA INTERNACIONAL, S.A.U. | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
[WC] | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
THE KINGDOM OF SPAIN | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | [None] | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 1,972,315,708 + such number of shares equivalent to USD 500,000,000* | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | [None] | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
1,972,315,708 + such number of shares equivalent to USD 500,000,000* | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
1,972,315,708 + such number of shares equivalent to USD 500,000,000* | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
Approximately 9.7%** | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
3
a) | Telefónica will purchase such number of China Unicom shares for the aggregate consideration of USD 500 million through acquisitions from third parties to be completed within the nine-month period following the execution of the aforesaid agreement; and |
b) | China Unicom will acquire* 21,827,499 Telefónica shares to be sold by Telefónica at an agreed value of 17.16 Euros per share (being the arithmetic average of the closing price of the Telefónica shares as quoted on the Madrid Stock Exchange for the thirty consecutive trading days ending on January 14, 2011–utilizing an analogous formula as the one used in their initial share exchange agreement dated September 6, 2009-), which represent a value of USD 500 million. |
* | The acquisition was completed on January 28, 2011. |
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a) | Telefónica will, directly or through any of its Affiliates, purchase such number of China Unicom ordinary shares for the aggregate consideration of USD 500 million executed at such price(s), at such time(s), in such manner and in such number of transaction(s) as Telefónica may in its absolute discretion determine, provided that the Telefónica acquisition shall be completed within a nine-month period after the date January 23, 2011 and, |
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b) | China Unicom will acquire as soon as practicable after the date of the execution of the Enhanced Strategic Alliance Agreement, on the date agreed by the parties, but in any event no later than on 27 January 2011*, 21,827,499 Telefónica shares to be sold by Telefónica at an agreed value of 17.16 Euros per share (being the arithmetic average of the closing price of the Telefónica shares as quoted on the Madrid Stock Exchange for the thirty consecutive trading days ending immediately preceding (and including) January 14, 2011–utilizing an analogous formula as the one used in their initial share exchange agreement dated September 6, 2009-), which represent a value of USD 500 million. |
* | The acquisition was completed on January 28, 2011. |
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TELEFÓNICA, S.A. | ||||
By: | /s/ Ramiro Sánchez de Lerín García-Ovies | |||
Name: | Ramiro Sánchez de Lerín García- Ovies | |||
Title: | General Secretary and Secretary to the Board of Directors | |||
TELEFÓNICA INTERNACIONAL, S.A.U. | ||||
By: | /s/ Cristian Aninat Salas | |||
Name: | Cristian Aninat Salas | |||
Title: | General Counsel |
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Exhibit No. | ||
1. | Subscription Agreement, dated September 6, 2009 between Telefónica, S.A. and China Unicom (Hong Kong) Limited.* | |
2. | Joint Filing Agreement, dated September 24, 2009, between Telefónica, S.A. and China Unicom (Hong Kong) Limited.* | |
3. | Enhanced Strategic Alliance Agreement , dated January 23, 2011 between Telefónica, S.A. and China Unicom (Hong Kong) Limited. |
* | Previously filed. |
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