SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Banco Bilbao Vizcaya Argentaria, S.A. |
(Name of Issuer)
Ordinary Shares, nominal value 0.49 per share |
(Title of Class of Securities)
05959110 |
(CUSIP Number)
December 31, 2011 |
(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)
x 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. 05959110 |
1) |
Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Mr. Manuel Jove Capellán | |||||
2) | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
3) | SEC Use Only
| |||||
4) | Citizenship or Place of Organization
Spain | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
5) | Sole Voting Power
-0- | ||||
6) | Shared Voting Power
247,405,518 | |||||
7) | Sole Dispositive Power
-0- | |||||
8) | Shared Dispositive Power
247,405,518 | |||||
9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
247,405,518 | |||||
10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
11) |
Percent of Class Represented by Amount in Row 9
5.05%* | |||||
12) |
Type of Reporting Person
IN |
* | Based on 4,903,207,003 ordinary shares issued as set forth in the Issuers quarterly report filed on Form 6-K (No. 10-110) with the Securities and Exchange Commission on February 3, 2012. |
CUSIP No. 05959110 |
1) |
Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Inveravante Inversiones Universales, S.L. | |||||
2) | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
3) | SEC Use Only
| |||||
4) | Citizenship or Place of Organization
Spain | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
5) | Sole Voting Power
-0- | ||||
6) | Shared Voting Power
247,405,518 | |||||
7) | Sole Dispositive Power
-0- | |||||
8) | Shared Dispositive Power
247,405,518 | |||||
9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
247,405,518 | |||||
10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
11) |
Percent of Class Represented by Amount in Row 9
5.05%* | |||||
12) |
Type of Reporting Person
OO |
* | Based on 4,903,207,003 ordinary shares issued as set forth in the Issuers quarterly report filed on Form 6-K (No. 10-110) with the Securities and Exchange Commission on February 3, 2012. |
Item 1(a). | Name of Issuer: | |||||
Banco Bilbao Vizcaya Argentaria, S.A. ( BBVA ) | ||||||
Item 1(b). | Address of Issuers Principal Executive Offices: | |||||
Plaza de San Nicolas 4 48005 Bilbao, Spain | ||||||
Item 2(a). | Name of Person(s) Filing: | |||||
(1) Mr. Manuel Jove Capellán | ||||||
(2) Inveravante Inversiones Universales, S.L., f/k/a IAGA Gestión de Inversiones, S.L. (Inveravante) | ||||||
Mr. Manuel Jove Capellán owns 99.95% of Inveravante. | ||||||
Item 2(b). | Address of Principal Business Office: | |||||
(1) Avenida Linares Rivas, No. 1, Bajo - Entreplanta | ||||||
15005 A Coruña | ||||||
Spain | ||||||
(2) Avenida Linares Rivas, No. 1, Bajo - Entreplanta | ||||||
15005 A Coruña | ||||||
Spain | ||||||
Item 2(c). | Citizenship or Place of Organization: | |||||
(1) Citizen of Spain. | ||||||
(2) Limited liability company organized under the laws of Spain. | ||||||
Item 2(d). | Title of Class of Securities: | |||||
Ordinary Shares, nominal value 0.49 per share | ||||||
Item 2(e). | CUSIP Number: | |||||
05959110 | ||||||
Item 3. | If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: | |||||
(a) | ¨ | A broker or dealer under Section 15 of the 1934 Act | ||||
(b) | ¨ | A bank as defined in Section 3(a)(6) of the 1934 Act | ||||
(c) | ¨ | An insurance company as defined in Section 3(a) (19) of the 1934 Act | ||||
(d) | ¨ | An investment company registered under Section 8 of the Investment Company Act of 1940 | ||||
(e) | ¨ | An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E) | ||||
(f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) | ||||
(g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) | ||||
(h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act |
(i) | ¨ | A church plan that is excluded from the definition of investment Company under Section 3(c)(14) of the Investment Company Act of 1940 | ||||
(j) | ¨ |
A group, in accordance with Rule 13d-1(b)(1)(ii)(J) | ||||
Item 4. | Ownership | |||||
(a) | Amount Beneficially Owned: | |||||
See Item 9 of cover pages. | ||||||
(b) | Percent of Class: | |||||
See Item 11 of cover pages. | ||||||
(c) | Number of shares as to which the person has: | |||||
(i) sole power to vote or to direct the vote | ||||||
(ii) shared power to vote or to direct the vote | ||||||
(iii) sole power to dispose or to direct the disposition | ||||||
(iv) shared power to dispose or to direct the disposition |
See Items 5-8 of cover pages. |
Item 5. |
Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ . |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
243,222,650 of Inveravantes shares are pledged to secure certain loans pursuant to several Pledges Over Securities (the Pledge Agreements) among Inveravante and the following entities: (i) UBS Limited; (ii) BNP Paribas; (iii) Banco Pastor; (iv) J.P. Morgan International Bank Limited, Brussels Branch; (v) Morgan Stanley Bank AG; (vi) Citigroup Global Markets Limited and (vii) Citibank International Plc, not entered into with the purpose nor with the effect of changing or influencing the control of BBVA, nor in connection with any transaction having such purpose or effect. Such shares are owned solely by Inveravante and are not held for the benefit of or on behalf of any other person. The Pledge Agreements do not grant to any of the banks mentioned in clauses (i) to (vii) above the power to vote or to direct the vote of the pledged securities or, prior to default, the power to dispose or direct disposition of the pledged securities. |
Item 7. | Identification and Classification of the Subsidiary which Acquired the Security being Reported on by the Parent Holding Company or Control Person | |
Not Applicable. | ||
Item 8. | Identification and Classification of Members of the Group | |
Not Applicable. | ||
Item 9. | Notice of Dissolution of Group | |
Not Applicable. |
Item 10. | Certification | |
¨ | 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. | |
x | By signing below I hereby certify that, to the best of my knowledge and belief, the securities referred to above 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. |
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2012
Mr. Manuel Jove Capellán | ||
By: | /s/ Mr. Manuel Jove Capellán | |
Name: | Mr. Manuel Jove Capellán | |
Title: | Authorized Signatory | |
Inveravante Inversiones Universales, S.L. | ||
By: | /s/ Mr. Manuel Jove Capellán | |
Name: | Mr. Manuel Jove Capellán | |
Title: | Authorized Signatory |
EXHIBIT A - JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) (1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.
Dated: February 14, 2012
Mr. Manuel Jove Capellán | ||
By: | /s/ Mr. Manuel Jove Capellán | |
Name: | Mr. Manuel Jove Capellán | |
Title: | Authorized Signatory | |
Inveravante Inversiones Universales, S.L. | ||
By: | /s/ Mr. Manuel Jove Capellán | |
Name: | Mr. Manuel Jove Capellán | |
Title: | Authorized Signatory |