SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

PAMPA ENERGÍA S.A.

(Name of Issuer)

Common Stock, par value Ps.1.00 per share

American Depositary Shares, each representing 25 shares of Common Stock

(Title of Class of Securities)

697660207*

(CUSIP Number)

Gerardo Carlos Paz
Ortiz de Ocampo 3302
Building #4
C1425DSR
Buenos Aires
Argentina
+54 11 4809 9500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 16, 2016

(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. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* This CUSIP number applies to the American Depositary Shares, each representing twenty-five shares (25) of Common Stock, par value Ps.1.00 per share. No CUSIP number exists for the underlying Common Stock since such shares are not traded in the United States.

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).

(Continued on following pages)

(Page 1 of 13 Pages)

CUSIP No. 697660207   13D Page 2 of 13 Pages

1.	Name of Reporting Persons: Grupo Mtres S.A.
2.	Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  ¨
3.	SEC Use Only:
4.	Source of Funds:  WC, AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  ¨
6.	Citizenship or Place of Organization: Uruguay
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power: -0-
		8.	Shared Voting Power: 62,256,100
		9.	Sole Dispositive Power: -0-
		10.	Shared Dispositive Power: 62,256,100
11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 62,256,100
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares: ¨
13.	Percent of Class Represented by Amount in Row (11):  3.6710%
14.	Type of Reporting Person:  HC

CUSIP No. 697660207   13D Page 3 of 13 Pages

1.	Name of Reporting Persons: Tres Emes Ltd.
2.	Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  ¨
3.	SEC Use Only:
4.	Source of Funds:  AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  ¨
6.	Citizenship or Place of Organization: Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power: -0-
		8.	Shared Voting Power: 62,256,100
		9.	Sole Dispositive Power: -0-
		10.	Shared Dispositive Power: 62,256,100
11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 62,256,100
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares: ¨
13.	Percent of Class Represented by Amount in Row (11):  3.6710%
14.	Type of Reporting Person:  HC

CUSIP No. 697660207   13D Page 4 of 13 Pages

1.	Name of Reporting Persons: Emes Inversora S.A.
2.	Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  ¨
3.	SEC Use Only:
4.	Source of Funds:  AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  ¨
6.	Citizenship or Place of Organization: Argentina
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power: -0-
		8.	Shared Voting Power: 62,256,100
		9.	Sole Dispositive Power: -0-
		10.	Shared Dispositive Power: 62,256,100
11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 62,256,100
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares: ¨
13.	Percent of Class Represented by Amount in Row (11): 3.6710%
14.	Type of Reporting Person:  HC

CUSIP No. 697660207   13D Page 5 of 13 Pages

1.	Name of Reporting Persons: Mindlin Warrants S.A.
2.	Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  ¨
3.	SEC Use Only:
4.	Source of Funds:  WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  ¨
6.	Citizenship or Place of Organization: Uruguay
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power: -0-
		8.	Shared Voting Power: 184,942,150
		9.	Sole Dispositive Power: -0-
		10.	Shared Dispositive Power: 184,942,150
11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 184,942,150
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares: ¨
13.	Percent of Class Represented by Amount in Row (11): 10.9055%
14.	Type of Reporting Person: HC

CUSIP No. 697660207   13D Page 6 of 13 Pages

1.	Name of Reporting Persons: Marcos Marcelo Mindlin
2.	Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  ¨
3.	SEC Use Only:
4.	Source of Funds: PF, AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  ¨
6.	Citizenship or Place of Organization: Argentina
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power: 2,304,750
		8.	Shared Voting Power: 247,198,250
		9.	Sole Dispositive Power: 2,304,750
		10.	Shared Dispositive Power: 247,198,250
11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 249,503,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares: ¨
13.	Percent of Class Represented by Amount in Row (11): 14.7121%
14.	Type of Reporting Person: IN

CUSIP No. 697660207   13D Page 7 of 13 Pages

Introduction.

This Amendment No. 4 (this “Amendment No. 4”) amends and supplements the Schedule 13D previously filed with the Securities and Exchange Commission (the “SEC”) on December 21, 2010 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on January 4, 2012  ( “Amendment No. 1”), Amendment No. 2 filed with the SEC on December 17, 2015 (“Amendment No. 2”) and Amendment No. 3 filed with the SEC on February 2, 2016 (“Amendment No. 3”,  and together with the Amendment No. 4, Amendment No. 2, Amendment No. 1 and the Original Schedule 13D, the “Schedule 13D”). 

Unless otherwise stated herein, the Schedule 13D remains in full force and effect. Capitalized terms used in this Amendment No. 4 and not otherwise defined shall have the same meanings ascribed to them in Schedule 13D.

Item 2.   Identity and Background.

Item 2 of Schedule 13D is hereby amended and restated as follows:

This Statement is filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the persons listed in (1) to (6) below (the “Reporting Persons”).

(1)           Grupo MTres S.A. (“Grupo M”) (formerly known as Dolphin Fund Management S.A.) is a sociedad anónima organized under the laws of the Republic of Uruguay.  The address of its principal office is Zabala 1422, Piso 2, Montevideo, Uruguay.  Grupo M is a holding company whose primary investments are the Shares of the Issuer disclosed herein and its interest in Pampa F&F LLC (“Pampa F&F”), which entity is in the process of being dissolved and wound-up, as described in Exhibit 10 hereto. Grupo M is a wholly owned subsidiary of Tres Emes Ltd.

(2)           Tres Emes Ltd. (“Tres M”) (formerly known as Consultores Fund Management Ltd.) is an ordinary company organized under the laws of the Cayman Islands.  The address of its principal office is Regatta Office Park, West Bay Road, Grand Cayman KY1-1205, Cayman Islands.  Tres M is a holding company whose primary investment is its interest in Grupo M, through which it indirectly owns the Shares of the Issuer disclosed herein. Tres M is wholly owned by Emes Inversora S.A.

(3)           Emes Inversora S.A. (“Emes”) (formerly known as Dolphin Inversora S.A.) is a sociedad anónima organized under the laws of the Republic of Argentina.  The address of its principal office is Ortiz de Ocampo 3302, Edificio 4, Piso 4, Buenos Aires (C1425DSR), Argentina.  Emes is a holding company whose primary investment is its interest in Tres M, through which it indirectly owns the Shares of the Issuer disclosed herein. Emes is controlled by Marcos Marcelo Mindlin (“Marcelo Mindlin”).

(4)           Mindlin Warrants S.A. (“MW”) is a sociedad anónima organized under the laws of the Republic of Uruguay. The address of its principal office is Costa Rica 1538, Montevideo (11500), Uruguay.  MW is a holding company whose primary investment is owning the Shares of the Issuer disclosed herein.  MW is wholly-owned by Marcelo Mindlin.

(5)           Marcelo Mindlin is a citizen of Argentina.  Marcelo Mindlin is the Executive Director of the Issuer, and his principal business address is Ortiz de Ocampo 3302, Building #4, C1425DSR, Buenos Aires, Argentina.

The directors and executive officers of each of Tres M and Emes are Marcelo Mindlin, Damián Mindlin and Gustavo Mariani.  The directors and executive officers of Grupo M are Damián Mindlin, Gustavo Mariani and Germán Pérez. The directors and executive officers of MW are Marcelo Mindlin and Germán Pérez.  

CUSIP No. 697660207   13D Page 8 of 13 Pages

Damián Miguel Mindlin (“Damián Mindlin”) is a citizen of Argentina.  Damián Mindlin is the Director and Investor Portfolio Director of the Issuer.  His principal business address is Ortiz de Ocampo 3302, Building #4, C1425DSR, Buenos Aires, Argentina.

Gustavo Mariani is a citizen of Argentina.  Gustavo Mariani is the Chairman of the Board, Chief Executive Officer and Chief Generation Manager of the Issuer.  His principal business address is Ortiz de Ocampo 3302, Building #4, C1425DSR, Buenos Aires, Argentina.

Germán Pérez is a citizen of Argentina.  Germán Pérez is a director of Grupo M and MW.  His principal business address is Costa Rica 1538, Montevideo (11500), Uruguay. 

None of the Reporting Persons nor, to the best of their knowledge, any of the directors and executive officers of Grupo M, Tres M, Emes or MW has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.   Sources and Amount of Funds or Other Consideration. 

Item 3 of Schedule 13D is hereby amended and restated as follows:

Each of the Reporting Persons that owns Shares directly purchased its respective Shares with working capital contributed by its members or shareholders, as applicable, except that:

(i)Marcelo Mindlin purchased the Shares that he beneficially owns with personal funds;

(ii)MW acquired 182,694,950 Shares that it beneficially owns through the exercise of warrants (the “Warrants”) issued to Marcelo Mindlin (subsequently assigned to MW), Damián Mindlin and Gustavo Mariani, among other key executives (together, the “Key Executives”), pursuant to an Opportunities Assignment Agreement (Convenio de Asignación de Oportunidades) dated June 16, 2006 and warrant agreements dated September 27, 2006 (as amended and restated) between the Issuer and each of the Key Executives.  The Warrants were issued in consideration for the Key Executive’s obligations to offer the Issuer on a priority basis any investment opportunity relating to assets and opportunities in the energy sector in Argentina or elsewhere that each of them or all of them as a group may identify.

Each Warrant entitled its holder to purchase one Share at a price of U.S.$0.27 per common share.  MW paid for the exercise price of the Warrants with proceeds resulting from a public offering of ADSs received by MW pursuant to its exercise of Warrants (and the issuance of the corresponding underlying Shares) and the sale of 2,383,534 ADSs by MW pursuant to an underwriting agreement dated November 24, 2015 (the “Underwriting Agreement”), which was filed with the SEC on Form 6-K on December 1, 2015; and

(iii)Grupo M acquired 61,080,075 Shares that it owns, whichwere contributed by Grupo M as contributions of capital to Pampa F&F, through the distribution by Pampa F&F of such Shares to Grupo M in connection with the dissolution and winding-up of Pampa F&F.

Item 4.   Purpose of Transaction.

Item 4 of Schedule 13D is hereby amended and restated as follows:

Each of the Reporting Persons acquires and disposes of Shares as market opportunities arise.  The transactions that are the subject of this Schedule 13D were executed in response to such market opportunities, except for the distribution of shares of the Issuer by Pampa Holdings LLC (“Pampa Holdings”) and Pampa F&F as described in Item 5(c) below, which distribution was made as a result of the dissolution and winding-up of Pampa Holdings and Pampa F&F, respectively.

CUSIP No. 697660207   13D Page 9 of 13 Pages

Item 5.  Interest in Securities of the Issuer. 

Item 5 of Schedule 13D is hereby amended and supplemented as follows:

(a) and (b).            The Reporting Persons have, as of February 26, 2016, the following interests in the Shares:

	Shares Beneficially Owned	% of Class	Sole Power to Vote	Shared Power to Vote	Sole Power to Dispose	Shared Power to Dispose
Grupo M	62,256,100	3.6710%	-0-	62,256,100	-0-	62,256,100
Tres M	62,256,100	3.6710%	-0-	62,256,100	-0-	62,256,100
Emes Inversora	62,256,100	3.6710%	-0-	62,256,100	-0-	62,256,100
MW	184,942,150	10.9055%	-0-	184,942,150	-0-	184,942,150
Marcelo Mindlin	249,503,000	14.7121%	2,304,750	247,198,250	2,304,750	247,198,250

(c)           Since the most recent filing of this Schedule 13D (which was made on February 2, 2016), the following transactions by Reporting Persons took place with respect to Shares:

(i)Pursuant to the unanimous written consent of the members of Pampa F&F dated February 15, 2016, the dissolution and winding-up of Pampa F&F was approved, as a result of which Pampa F&F distributed all of the American depositary shares it owned to its members, as follows:

Members	Date of Transaction	Shares Disposed	Price per Share (USD)	Broker
Sargeant Pampa LLC	02/16/2016	3,391,575	Not applicable	-
Ellison Capital LLC	02/16/2016	379,350	Not applicable	-
Grupo M	02/16/2016	61,080,075	Not applicable	-

To the knowledge of the Reporting Persons, Gustavo Mariani beneficially owns 40,302,825 Shares, or 2.3765% of the Issuer’s outstanding Shares, and Damian Mindlin beneficially owns 39,840,825 Shares, or 2.3493% of the Issuer’s outstanding Shares.

Except as described above, no Reporting Persons has and, to the knowledge of the Reporting Persons, no persons otherwise identified in Item 2 has effected any transactions in the Shares or ADSs in the past sixty days.

(d)           No person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities covered by this Amendment No. 4.

(e)           Pampa F&F ceased to be the beneficial owner of more than five percent of the shares of the Issuer on February 16, 2016.

CUSIP No. 697660207   13D Page 10 of 13 Pages

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer. 

Item 6 of Schedule 13D is hereby amended and supplemented by adding the following paragraphs:

The information set forth in Item 4 is hereby incorporated by reference into this Item 6. 

Other than as set forth above, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between such persons and any person with respect to the securities of the Issuer.

Item 7.  Material to Be Filed as Exhibits. 

                Item 7 of Schedule 13D is hereby amended and supplemented by adding references to the following exhibits:

Exhibit 3	Opportunities Assignment Agreement among the Issuer, Marcelo Mindlin, Damián Mindlin, Gustavo Mariani and Ricardo Torres dated as of September 28, 2006 and its subsequent amendments dated September 28, 2007 and April 16, 2009 (English translation) (previously filed as Exhibit 2.2 to the Issuer’s Registration Statement on Form 20-F (File No. 001-34429) on August 3, 2009 and incorporated by reference herein).
Exhibit 4	Amended and Restated Warrant Agreement, between Marcelo Mindlin and the Issuer, dated as of September 28, 2007 (English translation) (previously filed as Exhibit 2.3 to the Issuer’s Registration Statement on Form 20-F (File No. 001-34429) on August 3, 2009 and incorporated by reference herein).
Exhibit 5	Amended and Restated Warrant Agreement, between Damián Mindlin and the Issuer, dated as of September 28, 2007 (English translation) (previously filed as Exhibit 2.4 to the Issuer’s Registration Statement on Form 20-F (File No. 001-34429) on August 3, 2009 and incorporated by reference herein).
Exhibit 6	Amended and Restated Warrant Agreement, between Gustavo Mariani and the Issuer, dated as of September 28, 2007 (English translation) (previously filed as Exhibit 2.5 to the Issuer’s Registration Statement on Form 20-F (File No. 001-34429) on August 3, 2009 and incorporated by reference herein).
Exhibit 7	Unanimous Resolution of the Members of Pampa Holdings, LLC, dated as of December 3, 2015 (previously filed as Exhibit 7 to the Schedule 13D (File No. 005-85324) on December 17, 2015 and incorporated by reference herein).
Exhibit 8	Unanimous Resolution of the Members of Pampa Holdings, LLC, dated as of December 16, 2015 (previously filed as Exhibit 8 to the Schedule 13D (File No. 005-85324) on December 17, 2015 and incorporated by reference herein).
Exhibit 9	Unanimous Written Consent of the members of Pampa Holdings LLC, dated January 29, 2016 (previously filed as Exhibit 9 to the Schedule 13D (File No. 005-85324) on February 2, 2016 and incorporated by reference herein).
Exhibit 10	Unanimous Written Consent of the members of Pampa F&F LLC, dated February 15, 2016.

CUSIP No. 697660207   13D Page 11 of 13 Pages

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.

Dated:  February 26, 2016

Pampa F&F LLC

By: /s/ Marcelo Mindlin

Name: Marcelo Mindlin

Title: Director of the Managing Member

Grupo MTres S.A.

By:/s/ Damián Mindlin

Name: Damián Mindlin

Title: President

Tres Emes Ltd.

By:/s/ Marcelo Mindlin       

Name: Marcelo Mindlin 

Title: President

Emes Inversora S.A.

By: /s/ Marcelo Mindlin

Name: Marcelo Mindlin

Title: President 

Mindlin Warrants S.A.

By: /s/ Marcelo Mindlin

Name: Marcelo Mindlin

Title: Owner         

Marcos Marcelo Mindlin

By: /s/ Marcelo Mindlin

EX-10

UNANIMOUS WRITTEN CONSENT OF THE MEMBERS OF

pampa f&f LLC

(the “Company”)

The undersigned, being all of the Members of the Company, and acting pursuant to Section 18-801(a)(3) of the Delaware Limited Liability Company Act, adopt the following resolution, without a meeting in accordance with the procedures established in Section 18-302(d) of the Delaware Limited Liability Company Act, and consent to the taking of the actions described in this resolution (this “Consent”).

WHEREAS, the Members have determined that it is in the best interest of the Company to dissolve and the Members desire to effectuate the dissolution, winding up and termination of the Company pursuant to the plan of dissolution attached hereto as Exhibit A (the “Plan of Dissolution”).

NOW, THEREFORE, IT IS HEREBY:

RESOLVED, that the Company hereby adopts the Plan of Dissolution and, in accordance with said Plan of Dissolution, shall distribute all of its assets to its Members;

RESOLVED, that after the date hereof the Company shall cease to be a going concern and its activities shall be merely for the purpose of disposing of all of its assets (including the distribution of American depositary shares of Pampa Energía S.A. to the Members, as set forth in the Plan of Dissolution) and winding up its affairs in accordance with the terms of this Consent and the Plan of Dissolution;

RESOLVED, that upon the dissolution and complete winding up of the Company, an authorized officer of the Company, acting singly, shall execute and file a Certificate of Cancellation of the Company’s Certificate of Formation, a form of which is attached hereto as Exhibit B, with the Secretary of State, in accordance with the Delaware Limited Liability Company Act and, upon such filing, the separate legal existence of the Company shall be terminated; and

RESOLVED, that Javier Douer, a duly authorized officer of the Company, and any other officer that may be appointed by Grupo Mtres S.A. (the managing member of the Company) be, and each of them hereby is, authorized, directed and empowered to take any and all other actions and to execute, deliver, perform or file all such other agreements, instruments, documents, and forms, as he or she may deem necessary or appropriate in order to consummate the transactions contemplated hereby and otherwise to give effect to the intent of the foregoing resolutions and that the execution by any such officer of any such agreement, instrument or document or the doing by any of them of any act in connection with the foregoing matters shall establish conclusively his or her authority from the Company and the approval and ratification by the Company of such agreement, instrument or document and the actions so taken.

[signature page follows]

            IN WITNESS WHEREOF, the undersigned have executed this Consent as of this 15 day of February 2016.

GRUPO MTRES S.A.

By:/s/ Damián Mindlin

     Name: Damián Mindlin

     Title: Managing Member

Sargeant Pampa LLC

By: /s/ Daniel Nir

     Name: Daniel Nir

     Title: Managing Member

ELLISON CAPITAL LLC

By: /s/ John G. B. Ellison, Jr.

     Name: John G. B. Ellison, Jr.

     Title: Member

[signature page to Consent – Pampa F&F LLC]

Exhibit A

EXHIBIT A

DISSOLUTION, WINDING-UP AND TERMINATION PLAN

OF

PAMPA F&F LLC

[see attached]

DISSOLUTION, WINDING-UP AND TERMINATION PLAN

OF

PAMPA F&F LLC

(the “Company”)

            This Dissolution, Winding-Up and Termination Plan, dated as of February 15, 2016 (the “Plan of Dissolution”), is entered into by the Company and Grupo Mtres S.A., Sargeant Pampa LLC and Ellison Capital LLC, as Members of the Company (the “Members”).  Capitalized terms used and not otherwise defined herein have the meanings set forth in the Limited Liability Company Operating Agreement of the Company, dated June 5, 2006 (the “LLC Agreement”).

W I T N E S S E T H:

WHEREAS, the Company was formed in accordance with the Delaware Limited Liability Company Act (6 Del. C. §18-101, etseq.) (the “Act”) by filing a Certificate of Formation of the Company with the Secretary of State of the State of Delaware on November 15, 2005, and entering into the LLC Agreement; and

            WHEREAS, the Members desire to effect the dissolution, winding up and termination of the Company.

NOW, THEREFORE, in consideration of the agreements herein, the parties hereto hereby agree as follows:

ARTICLE I

Dissolution and Winding Up

            Section 1.1      Agreement to Dissolve.  The Members hereby approve and hereby consent to the dissolution and winding up of the Company.  The Members agree that the Company is hereby dissolved and that the Company's affairs shall be wound up in accordance with this Plan of Dissolution, and in compliance with the Act.  To the extent that any provision of the LLC Agreement is inconsistent with any provision of this Plan of Dissolution, this Plan of Dissolution shall control.

            Section 1.2      Winding Up.  In connection with the dissolution and winding up of the Company pursuant to this Plan of Dissolution, the Members hereby confirm that (i) except for the payment of the fees and expenses described in Section 1.4, there are no claims or obligations of the Company, including any contingent, conditional or unmatured contractual claims, known to the Company, (ii) there are no claims against the Company that are the subject of a pending action, suit or proceeding to which the Company is a party, (iii) based on facts known to the Company, there are no claims that have not been made known to the Company or that have not arisen but that are likely to arise or to become known to the Company within 10 years after the date hereof, (iv) the Company’s sole assets are the ADSs identified in Section 1.3 and the cash amount identified in Section 1.4, and (v) based on facts known to the Company, the winding up of the Company shall be complete once the distributions described in Sections 1.3 and 1.4 are completed.

            Section 1.3      Distribution of ADSs.  The following amount of ADSs from Pampa Energía S.A. (the “ADSs”), which were contributed by the Members as contributions of capital to the Company, shall be distributed to the Members, as follows: (i) 135,663 ADSs will be distributed to Sargeant Pampa LLC, (ii) 15,174 ADSs will be distributed to Ellison Capital LLC and (iii) 2,443,203 ADSs will be distributed to Grupo Mtres S.A.  The date of such distribution is expected to be on or around February 16, 2016.

            Section 1.4      Fees and Expenses for Dissolution. Distribution of Cash Balance.  Prior to the filing of the Certificate of Cancellation of the Company’s Certificate of Formation with the Secretary of State of the State of Delaware, the Company shall pay all fees and expenses required in connection with the dissolution, winding-up and termination of the Company as provided in this Plan of Dissolution.  These obligations include, but are not limited to, audit and legal fees, taxes and other administrative expenses.  The cash balance, if any, after payment of the fees and expenses described above (the “Cash Balance”), shall be distributed as promptly as practicable to the Members, as follows: (i) 5.23% of the Cash Balance will be distributed to Sargeant Pampa LLC, (ii) 0.58% of the Cash Balance will be distributed to Ellison Capital LLC and (iii) 94.19% of the Cash Balance will be distributed to Grupo Mtres S.A., in each case to the account notified in writing to the duly authorized officer of the Company.

            Section 1.5      Officer Authority. Javier Douer, a duly authorized officer of the Company, and any other officer appointed by Grupo Mtres S.A. (the managing member of the Company), any of whom may act singly, are hereby authorized, directed and empowered to take any and all other actions and to execute, deliver, perform or file all such other agreements, instruments, documents, and forms, as he or she may deem necessary or appropriate in order to consummate the transactions contemplated hereby and otherwise to give effect to the intent of this Plan of Dissolution, including the performance of the final accounting referred to in the last sentence of Section 6.02 of the LLC Agreement (for the avoidance of doubt, such final accounting shall be performed by a duly authorized officer of the Company and not by the Members or by a liquidating trustee or liquidating trustees). The execution by any such officer of any such agreement, instrument or document or the doing by any of them of any act in connection with the foregoing matters shall establish conclusively his or her authority from the Company and the approval and ratification by the Company of such agreement, instrument or document and the actions so taken.

ARTICLE II

Termination

Upon the dissolution and completion of the winding up of the Company, any authorized officer of the Company acting singly shall execute and file a Certificate of Cancellation of Certificate of Formation of the Company, in substantially the form attached hereto as Exhibit B, with the Secretary of State of the State of Delaware, in accordance with the Act.  The separate legal existence of the Company shall be terminated upon such filing.

ARTICLE III

Miscellaneous

Section 3.1      Entire Agreement.  This Plan of Dissolution constitutes the entire plan of dissolution, winding-up and termination of the undersigned with respect to the subject matter hereof.

Section 3.2      Binding Effect.  This Plan of Dissolution shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

            Section 3.3      Governing Law.  This Plan of Dissolution shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws.

[signature page follows]

            IN WITNESS WHEREOF, the undersigned has duly executed this Plan of Dissolution as of the day and year first above written.

PAMPA F&F LLC

GRUPO MTRES S.A., as Managing Member

By:/s/ Damián Mindlin

      Name: Damián Mindlin

      Title: Managing Member

Sargeant Pampa LLC

By: /s/ Daniel Nir

     Name: Daniel Nir

     Title: Managing Member

ELLISON CAPITAL LLC

By: /s/ John G. B. Ellison, Jr.

     Name: John G. B. Ellison, Jr.

     Title: Member

GRUPO MTRES S.A.

By:/s/ Damián Mindlin

     Name: Damián Mindlin

     Title: Managing Member

[signature page to Plan of Dissolution – Pampa F&F LLC]

Exhibit B

EXHIBIT B

FORM OF

CERTIFICATE OF CANCELLATION

OF

CERTIFICATE OF FORMATION

OF

PAMPA F&F LLC

[see attached]

CERTIFICATE OF CANCELLATION

OF

CERTIFICATE OF FORMATION

OF

PAMPA F&F LLC

This Certificate of Cancellation of Certificate of Formation, dated as of __, 2016, is being filed by [Javier Douer] as duly authorized officer of Pampa F&F LLC, in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) in accordance with the provisions of 6 Del. C. §18‑203, to cancel the Certificate of Formation of PAMPA F&F LLC.

            1.         The name of the limited liability company is PAMPA F&F LLC (the “LLC”).

            2.         The Certificate of Formation of the LLC was filed in the office of the Secretary of State on November 15, 2005.

            IN WITNESS WHEREOF, the undersigned has executed this Certificate of Cancellation of Certificate of Formation as of the date first‑above written.

_____________________________

Name: [Javier Douer]

Title: Authorized Officer