Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Despegar.com Corp
(Name of Issuer)
Common Stock
(Title of Class of Securities)
G27358103
(CUSIP Number)
December 29, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☑: | Rule 13d-1(b) |
☐: | Rule 13d-1(c) |
☐: | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting persons 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.
The information required in 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. G27358103
1 |
NAME OF REPORTING PERSON
Mitsubishi UFJ Financial Group, Inc. | |||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b)
| |||||
3 |
SEC USE ONLY
| |||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Tokyo, Japan |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
3,329,328 | ||||
6 | SHARED VOTING POWER
-0- | |||||
7 | SOLE DISPOSITIVE POWER
3,329,328 | |||||
8 | SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,329,328 | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | |||||
12 |
TYPE OF REPORTING PERSON
FI |
2
CUSIP NO. G27358103
1 |
NAME OF REPORTING PERSON
Mitsubishi UFJ Trust and Banking Corporation | |||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b)
| |||||
3 |
SEC USE ONLY
| |||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Tokyo, Japan |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
3,329,328 | ||||
6 | SHARED VOTING POWER
-0- | |||||
7 | SOLE DISPOSITIVE POWER
3,329,328 | |||||
8 | SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,329,328 | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | |||||
12 |
TYPE OF REPORTING PERSON
FI |
3
CUSIP NO. G27358103
1 |
NAME OF REPORTING PERSON
First Sentier Investors Holdings Pty Ltd | |||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b)
| |||||
3 |
SEC USE ONLY
| |||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New South Wales, Commonwealth of Australia |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
3,329,328 | ||||
6 | SHARED VOTING POWER
-0- | |||||
7 | SOLE DISPOSITIVE POWER
3,329,328 | |||||
8 | SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,329,328 | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | |||||
12 |
TYPE OF REPORTING PERSON
FI |
4
CUSIP NO. G27358103
ITEM 1 |
||||||
(a) | Name of Issuer | |||||
Despegar.com Corp | ||||||
(b) | Address of Issuers Principal Executive Offices | |||||
Juana Manso 999 Ciudad Autonoma de Buenos Aires, C1107CBR Argentina | ||||||
ITEM 2 |
||||||
(a) | Names of Persons Filing | |||||
Mitsubishi UFJ Financial Group, Inc. (MUFG) | ||||||
Mitsubishi UFJ Trust and Banking Corporation (MUTB) | ||||||
First Sentier Investors Holdings Pty Ltd (FSIHD) | ||||||
(b) | Address of Principal Business Office or, if none, Residence | |||||
MUFG : | ||||||
7-1 Marunouchi 2-chome, Chiyoda-ku | ||||||
Tokyo 100-8330, Japan | ||||||
MUTB : | ||||||
4-5 Marunouchi 1-chome, Chiyoda-ku | ||||||
Tokyo 100-8212, Japan | ||||||
FSIHD : | ||||||
Level 5, Tower Three International Towers Sydney, | ||||||
300 Barangaroo Avenue, Barangaroo NSW 2000, Australia | ||||||
(c) | Citizenship | |||||
MUFG and MUTB: Japan | ||||||
FSIHD: Commonwealth of Australia | ||||||
(d) | Title of Class of Securities | |||||
Common Stock | ||||||
(e) | CUSIP Number | |||||
G27358103 |
5
CUSIP NO. G27358103
ITEM 3 |
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |||||
MUFG: |
(a)[ ] |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||||
(b)[ ] |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |||||
(c)[ ] |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |||||
(d)[ ] |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |||||
(e)[ ] |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |||||
(f)[ ] |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |||||
(g)[ ] |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |||||
(h)[ ] |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |||||
(i)[ ] |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |||||
(j)[√] |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | |||||
(k)[ ] |
Group, in accordance with § 240.13d-1(b)(1)(ii)(K). | |||||
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Parent holding company | ||||||
MUTB: |
(a)[ ] |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||||
(b)[ ] |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |||||
(c)[ ] |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |||||
(d)[ ] |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |||||
(e)[ ] |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |||||
(f)[ ] |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |||||
(g)[ ] |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |||||
(h)[ ] |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |||||
(i)[ ] |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |||||
(j)[√] |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | |||||
(k)[ ] |
Group, in accordance with § 240.13d-1(b)(1)(ii)(K). | |||||
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Bank |
6
CUSIP NO. G27358103
FSIHD: |
(a)[ ] |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||||
(b)[ ] |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |||||
(c)[ ] |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |||||
(d)[ ] |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |||||
(e)[ ] |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |||||
(f)[ ] |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |||||
(g)[ ] |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |||||
(h)[ ] |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |||||
(i)[ ] |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |||||
(j)[√] |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | |||||
(k)[ ] |
Group, in accordance with § 240.13d-1(b)(1)(ii)(K). | |||||
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Parent holding company |
ITEM 4 |
Ownership |
|||||||||
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
| |||||||||
For MUFG |
||||||||||
(a) |
Amount beneficially owned: |
3,329,328 | ||||||||
(b) |
Percent of class: |
5.04% | ||||||||
(c) |
Number of shares as to which the person has: |
|||||||||
(i) Sole power to vote or to direct the vote: |
3,329,328 | |||||||||
(ii) Shared power to vote or to direct the vote: |
-0- | |||||||||
(iii) Sole power to dispose or to direct the disposition of: |
3,329,328 | |||||||||
(iv) Shared power to dispose or to direct the disposition of: |
-0- |
7
CUSIP NO. G27358103
For MUTB |
||||||||||
(a) |
Amount beneficially owned: |
3,329,328 | ||||||||
(b) |
Percent of class: |
5.04% | ||||||||
(c) |
Number of shares as to which the person has: |
|||||||||
(i) Sole power to vote or to direct the vote: |
3,329,328 | |||||||||
(ii) Shared power to vote or to direct the vote: |
-0- | |||||||||
(iii) Sole power to dispose or to direct the disposition of: |
3,329,328 | |||||||||
(iv) Shared power to dispose or to direct the disposition of: |
-0- | |||||||||
For FSIHD |
||||||||||
(a) |
Amount beneficially owned: |
3,329,328 | ||||||||
(b) |
Percent of class: |
5.04% | ||||||||
(c) |
Number of shares as to which the person has: |
|||||||||
(i) Sole power to vote or to direct the vote: |
3,329,328 | |||||||||
(ii) Shared power to vote or to direct the vote: |
-0- | |||||||||
(iii) Sole power to dispose or to direct the disposition of: |
3,329,328 | |||||||||
(iv) Shared power to dispose or to direct the disposition of: |
-0- | |||||||||
ITEM 5 | Ownership of Five Percent or Less of a Class |
| ||||||||
Not applicable. |
| |||||||||
ITEM 6 |
Ownership of More than Five Percent on Behalf of Another Person |
| ||||||||
Not applicable. |
| |||||||||
ITEM 7 |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
| ||||||||
As of December 29, 2023, MUFG beneficially owns 3,329,328 shares of the issuer indirectly through its subsidiaries as follows: MUTB holds 3,329,328 shares; and (indirectly through a subsidiary, FSIHD). Furthermore, FSIHD holds 3,329,328 shares (indirectly through a subsidiary, First Sentier Investors (Singapore)). |
| |||||||||
ITEM 8 |
Identification and Classification of Members of the Group |
| ||||||||
Not applicable. |
| |||||||||
ITEM 9 |
Notice of Dissolution of Group |
| ||||||||
Not applicable. |
| |||||||||
ITEM 10 |
Certifications |
| ||||||||
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
|
8
CUSIP NO. G27358103
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.
January 29th, 2024 | ||
Mitsubishi UFJ Financial Group, Inc. | ||
By: |
/s/ Ryuichiro Sakuma | |
Name: |
Ryuichiro Sakuma | |
Title: |
Managing Director, Deputy Head of Credit Policy & Planning Division |
9
CUSIP NO. G27358103
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.
January 29th, 2024 | ||
Mitsubishi UFJ Trust and Banking Corporation | ||
By: |
/s/ Satoru Hanami | |
Name: |
Satoru Hanami | |
Title: |
Joint General Manager, Asset Management and Investor Services Planning Division |
& #xA0;
10
CUSIP NO. G27358103
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.
January 29th, 2024 | ||
First Sentier Investors Holdings Pty Ltd | ||
By: |
/s/ Yoshiki Ueno | |
Name: |
Yoshiki Ueno | |
Title: |
Deputy CEO |
11