Sec Form 13G Filing - Blue Sky Investments S.a. r.l. filing for CONTROLADORA VUELA COMPANIA DE (VLRS) - 2021-02-03

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 the disclosures provided in a prior cover page.

  NAME OF REPORTING PERSON

  Blue Sky Investments S.à r.l.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Luxembourg

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0(1)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  140,059,004(2)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  140,059,004(2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  12.47%(3)

  TYPE OF REPORTING PERSON

  OO

Pursuant to the Issuer’s bylaws, shares of Series A Common Stock can only be owned directly by Mexican individuals or entities controlled by Mexican individuals; as a result, Blue Sky Investments S.à r.l. holds its shares of Series A Common Stock through Ordinary Participation Certificates (“CPOs”) in the form of American Depositary Shares. Blue Sky Investments S.à r.l. does not have the right to vote the American Depositary Shares or CPOs; however, in the event the American Depositary Shares were to be transferred to a Mexican individual or entity controlled by Mexican individuals, such new holder(s) could hold the shares of Series A Common Stock directly and would have voting power, in the aggregate, of 140,059,004 shares of Series A Common Stock (including the shares of Series B Common Stock on an as-converted basis).

Consisting of (i) 95,201,880 shares of Series A Common Stock (based on shares of Series A Common Stock underlying American Depositary Shares) and (ii) 44,857,124 shares of Series B Common Stock (which are convertible into shares of Series A Common Stock on a 1 to 1 basis).

Based on 1,077,924,804 shares of Series A Common Stock outstanding, comprising: (i) 923,824,804 shares of Series A Common Stock outstanding at June 20, 2020, as reported in the Issuer’s prospectus supplement, dated December 8, 2020, as filed with the SEC pursuant to Rule 424 promulgated under the Securities Act of 1933, as amended, on December 10, 2020 (the “Prosupp”); plus (ii) an aggregate of 154,000,000 shares of Series A Common Stock issued in the offering described in the Prosupp based upon the Issuer’s press release, dated December 11, 2020, and furnished by the issuer as Exhibit 99.61 to its Report on Form 6-K filed with the SEC on December 11, 2020.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address or Principal Business Office or, if none, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Ownership.

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.

/s/ Rodrigo Antonio Escobar Nottebohm