Schedule 13G

NAME OF REPORTING PERSON:

Discovery Air Investments, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨ (b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

0001193125-15-248808.txt : 20150709 0001193125-15-248808.hdr.sgml : 20150709 20150709121758 ACCESSION NUMBER: 0001193125-15-248808 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150709 DATE AS OF CHANGE: 20150709 GROUP MEMBERS: ATLAS DISCOVERY MEXICO, S. DE R.L. DE C.V. GROUP MEMBERS: ATLAS PRIVATE EQUITY, LLC GROUP MEMBERS: BANCO INVEX, S.A., INSTITUCION DE BANCA MULTIPLE, INVEX GRUP GROUP MEMBERS: DISCOVERY AIR INVESTMENTS GP, LLC GROUP MEMBERS: DISCOVERY AIR INVESTMENTS, L.P. GROUP MEMBERS: DISCOVERY AMERICAS ASSOCIATES II MEXICO, L.P. GROUP MEMBERS: DISCOVERY AMERICAS ASSOCIATES, L.P. GROUP MEMBERS: DISCOVERY CAPITAL PARTNERS, LLC GROUP MEMBERS: HSBC MEXICO, S.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Controladora Vuela Compania de Aviacion, S.A.B. de C.V. CENTRAL INDEX KEY: 0001520504 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87882 FILM NUMBER: 15980919 BUSINESS ADDRESS: STREET 1: AV. ANTONIO DOVAL? JAIME NO. 70 STREET 2: PISO 13 CITY: COL. ZEDEC SANTA FE STATE: O5 ZIP: 01210 BUSINESS PHONE: (52) 55-5261-6400 MAIL ADDRESS: STREET 1: AV. ANTONIO DOVAL? JAIME NO. 70 STREET 2: PISO 13 CITY: COL. ZEDEC SANTA FE STATE: O5 ZIP: 01210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Krensky Harry F. CENTRAL INDEX KEY: 0001647535 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O DISCOVERY AIR STREET 2: 189 BALDWIN ROAD CITY: MT. KISCO STATE: NY ZIP: 10549 SC 13G 1 d15385dsc13g.htm SCHEDULE 13G Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Controladora Vuela Compañía de Aviación, S.A.B. de C.V.

(Name of Issuer)

Series A Common Stock

(Title of class of securities)

21240E105

(CUSIP Number)

December 31, 2013

(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)

x Rule 13d-1(d)

*	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.

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. 21240E105

CUSIP NO. 21240E105

CUSIP NO. 21240E105

CUSIP NO. 21240E105

CUSIP NO. 21240E105

CUSIP NO. 21240E105

CUSIP NO. 21240E105

CUSIP NO. 21240E105

CUSIP NO. 21240E105

CUSIP NO. 21240E105

Item 1.

(a) Name of Issuer

Controladora Vuela Compañía de Aviación, S.A.B. de C.V.

(b) Address of Issuer’s Principal Executive Offices

Av. Antonio Dovalí Jaime No. 70, 13 Floor, Tower B

Colonia Zedec Santa Fe

United Mexican States, D.F. 01210

Item 2.

(a) Name of Person Filing

This Schedule 13G is being filed by each of the following persons (each, a “Reporting Person” and together, the “Reporting Persons”):

(i)

Discovery Air Investments, L.P. (“Discovery Air”)

(ii)

Discovery Air Investments GP, LLC (“Discovery Air GP”)

(iii)

Discovery Americas Associates, L.P. (“Discovery Americas”)

(iv)

Discovery Capital Partners, LLC (“Discovery Capital”)

(v)

HSBC México, S.A. (“HSBC”)

(vi)

Banco Invex, S.A., Institución de Banca Múltiple, Invex Grupo Financiero, Fiduciario Fideicomiso 1405 (“Banco Invex”)

(vii)

Atlas Discovery Mexico, S. de R.L. de C.V. (“Atlas Discovery”)

(viii)

Discovery Americas Associates II Mexico, L.P. (“Discovery Mexico”)

(ix)

Atlas Private Equity, LLC (“Atlas”)

(x)

Harry F. Krensky (“Mr. Krensky”)

(b) Address of Principal Business Office of each of the Reporting Persons:

c/o Discovery Air

189 Baldwin Road

Mt. Kisco, NY 10549

(c) Citizenship

(i)

Discovery Air: Canada

(ii)

Discovery Air GP: Delaware

(iii)

Discovery Americas: Canada

(iv)

Discovery Capital: Connecticut

(v)

HSBC: Mexico

(vi)

Banco Invex: Mexico

(vii)

Atlas Discovery: Mexico

(viii)

Discovery Mexico: Canada

(ix)

Atlas: Delaware

(x)

Harry F. Krensky: United States of America

(d) Title of Class of Securities

Series A Common Stock (“Series A”)

(e) CUSIP No.

21240E105

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:

Not applicable.

Item 4.

Ownership

Each of the shares beneficially owned by the Reporting Persons was acquired prior to the Issuer’s initial public offering in September 2013 (the “IPO”) and has been held by the Reporting Persons since the time of the IPO.

Pursuant to the Issuer’s bylaws, Series A shares can be directly owned only by Mexican individuals or entities controlled by Mexican individuals. As a result, Discovery Air holds 14,575,502 American Depositary Shares (“ADSs”) and 6 Ordinary Participation Certificates (“CPOs”), each ADS representing ten CPOs and each CPO representing a financial interest in one Series A share. The CPOs have been deposited in a CPO trust.

Discovery Air also directly holds 45,968,598 shares of Series B Common Stock (“Series B”). Each of the Series B shares is fully convertible, at any time, into one Series A share. Based on the 45,968,598 Series B shares, the 14,575,502 ADSs and the 6 CPOs that it holds, Discovery Air may be deemed to have dispositive power over 191,723,624 Series A shares (on an as-converted basis).

Discovery Air GP is the general partner of Discovery Air; Discovery Americas is the general partner of Discovery Air GP; and Discovery Capital is the general partner of Discovery Americas. Mr. Krensky owns a majority of the capital of Discovery Capital and therefore may be deemed to control the investment decisions of Discovery Capital. As a result of the foregoing relationships, Discovery Air GP, Discovery Americas, Discovery Capital and Mr. Krensky may be deemed to share dispositive power over all of the Series A shares beneficially owned (on an as-converted basis) by Discovery Air.

Banco Invex holds, as trustee of the trust F/1405, 1,247,732 ADSs and 1 CPO. As such, Banco Invex may be deemed to have dispositive power over 12,477,321 Series A shares (on an as-converted basis). HSBC, as trustee of the trust F/262374 (“DAII Mex”), is the beneficiary of the F/1405 trust.

HSBC holds, as trustee of DAII Mex, 510,359 ADSs and 2 CPOs. As such, HSBC may be deemed to have dispositive power over 5,103,592 Series A shares (on an as-converted basis). As beneficiary of the trust F/1405, HSBC may also be deemed to beneficially own the 12,477,321 Series A shares (on an as-converted basis) beneficially owned by Banco Invex. The investment decisions of both HSBC and Banco Invex are made by technical committees consisting of five or more members.

Atlas Discovery is the investment manager of the DAII Mex trust, and Discovery Mexico is the secondary beneficiary of the DAII Mex trust. Atlas is the general partner of Discovery Mexico. Mr. Krensky is the sole member of Atlas. As a result of the foregoing relationships, Atlas Discovery, Discovery Mexico, Atlas and Mr. Krensky may be deemed to share dispositive power over all of the Series A shares (on an as-converted basis) beneficially owned by HSBC.

None of the Reporting Persons has Series A voting rights with respect to the ADSs, CPOs or Series B shares, as applicable, held by such Reporting Person. However, in the event that (a) the ADSs or CPOs were transferred to a Mexican individual or entity controlled by Mexican individuals, and such new holder(s) held Series A shares directly, or (b) the Series B shares were transferred to a Mexican individual or entity controlled by Mexican individuals and converted into Series A shares, such new holder(s) would have voting power over such Series A shares.

Each of the Reporting Persons expressly disclaims (i) the existence of any group and (ii) beneficial ownership with respect to any Series A shares covered by this statement not owned by him or it of record.

Discovery Air

Amount beneficially owned: 191,723,624

Percent of class: 18.9%

Number of shares as to which the person has:

Sole power to vote or to direct the vote: 0

ii.

Shared power to vote or to direct the vote: 0

iii.

Sole power to dispose or to direct the disposition of: 0

iv.

Shared power to dispose or to direct the disposition of: 191,723,624

Discovery Air GP

Amount beneficially owned: 191,723,624

Percent of class: 18.9%

Number of shares as to which the person has:

Sole power to vote or to direct the vote: 0

ii.

Shared power to vote or to direct the vote: 0

iii.

Sole power to dispose or to direct the disposition of: 0

iv.

Shared power to dispose or to direct the disposition of: 191,723,624

Discovery Americas

Amount beneficially owned: 191,723,624

Percent of class: 18.9%

Number of shares as to which the person has:

Sole power to vote or to direct the vote: 0

ii.

Shared power to vote or to direct the vote: 0

iii.

Sole power to dispose or to direct the disposition of: 0

iv.

Shared power to dispose or to direct the disposition of: 191,723,624

Discovery Capital

Amount beneficially owned: 191,723,624

Percent of class: 18.9%

Number of shares as to which the person has:

Sole power to vote or to direct the vote: 0

ii.

Shared power to vote or to direct the vote: 0

iii.

Sole power to dispose or to direct the disposition of: 0

iv.

Shared power to dispose or to direct the disposition of: 191,723,624

HSBC

Amount beneficially owned: 17,580,913

Percent of class: 1.7%

Number of shares as to which the person has:

Sole power to vote or to direct the vote: 0

ii.

Shared power to vote or to direct the vote: 0

iii.

Sole power to dispose or to direct the disposition of: 0

iv.

Shared power to dispose or to direct the disposition of: 17,580,913

Banco Invex

Amount beneficially owned: 12,477,321

Percent of class: 1.2%

Number of shares as to which the person has:

Sole power to vote or to direct the vote: 0

ii.

Shared power to vote or to direct the vote: 0

iii.

Sole power to dispose or to direct the disposition of: 0

iv.

Shared power to dispose or to direct the disposition of: 12,477,321

Atlas Discovery

Amount beneficially owned: 17,580,913

Percent of class: 1.7%

Number of shares as to which the person has:

Sole power to vote or to direct the vote: 0

ii.

Shared power to vote or to direct the vote: 0

iii.

Sole power to dispose or to direct the disposition of: 0

iv.

Shared power to dispose or to direct the disposition of: 17,580,913

Discovery Mexico

Amount beneficially owned: 17,580,913

Percent of class: 1.7%

Number of shares as to which the person has:

Sole power to vote or to direct the vote: 0

ii.

Shared power to vote or to direct the vote: 0

iii.

Sole power to dispose or to direct the disposition of: 0

iv.

Shared power to dispose or to direct the disposition of: 17,580,913

Atlas

Amount beneficially owned: 17,580,913

Percent of class: 1.7%

Number of shares as to which the person has:

Sole power to vote or to direct the vote: 0

ii.

Shared power to vote or to direct the vote: 0

iii.

Sole power to dispose or to direct the disposition of: 0

iv.

Shared power to dispose or to direct the disposition of: 17,580,913

10.

Harry F. Krensky

Amount beneficially owned: 209,304,537

Percent of class: 20.7%

Number of shares as to which the person has:

Sole power to vote or to direct the vote: 0

ii.

Shared power to vote or to direct the vote: 0

iii.

Sole power to dispose or to direct the disposition of: 0

iv.

Shared power to dispose or to direct the disposition of: 209,304,537

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.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

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

Not applicable.

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.


July 9, 2015	DISCOVERY AIR INVESTMENTS, L.P.

	By:	Discovery Air Investments GP, LLC,
		its general partner

	By:	Discovery Americas Associates, L.P.,
		its general partner

	By:	Discovery Capital Partners, LLC,
		its general partner

	By:	/s/ Harry F. Krensky
		Harry F. Krensky Member

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.


July 9, 2015	DISCOVERY AIR INVESTMENTS GP, LLC

	By:	Discovery Americas Associates, L.P.,
		its general partner

	By:	Discovery Capital Partners, LLC,
		its general partner

	By:	/s/ Harry F. Krensky
		Harry F. Krensky Member

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.


July 9, 2015	DISCOVERY AMERICAS ASSOCIATES, L.P.

	By:	Discovery Capital Partners, LLC,
		its general partner

	By:	/s/ Harry F. Krensky
		Harry F. Krensky
		Member

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.


July 9, 2015	DISCOVERY CAPITAL PARTNERS, LLC

	By:	/s/ Harry F. Krensky
		Harry F. Krensky
		Member

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.


July 9, 2015	HSBC México, S.A.

	By:	/s/ Carlos Miguel Mendoza Valencia
	Name:	Carlos Miguel Mendoza Valencia
	Title:	Authorized Signatory

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.


July 9, 2015	BANCO INVEX, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, INVEX GRUPO FINANCIERO, FIDUCIARIO FIDEICOMISO 1405

	By:	/s/ Mauricio Rangel Laisequilla
	Name:	Mauricio Rangel Laisequilla
	Title:	Delegado Fiduciario

	By:	/s/ Edgar Figueroa Pantoja
	Name:	Edgar Figueroa Pantoja
	Title:	Delegado Fiduciario

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.


July 9, 2015	ATLAS DISCOVERY MEXICO, S. DE R.L. DE C.V.

	By:	/s/ Carlos Miguel Mendoza Valencia
	Name:	Carlos Miguel Mendoza Valencia
	Title:	Authorized Signatory

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.


July 9, 2015	DISCOVERY AMERICAS ASSOCIATES II MEXICO, L.P.

	By:	Atlas Private Equity, LLC,
		its general partner

	By:	/s/ Harry F. Krensky
		Harry F. Krensky
		Sole Member

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.

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.

July 9, 2015

/s/ Harry F. Krensky

HARRY F. KRENSKY

EXHIBIT INDEX


Exhibit No.		Description

1		Joint Filing Agreement among the Reporting Persons regarding filing of Schedule 13G, dated July 9, 2015.

EX-99.1 2 d15385dex991.htm EX-99.1 EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

This will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date and any amendments thereto with respect to beneficial ownership by the undersigned of shares of Series A Common Stock of Controladora Vuela Compañía de Aviación, S.A.B. de C.V. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


July 9, 2015	DISCOVERY AIR INVESTMENTS, L.P.

	By:	Discovery Air Investments GP, LLC,
		its general partner
	By:	Discovery Americas Associates, L.P.,
		its general partner
	By:	Discovery Capital Partners, LLC,
		its general partner

	By:	/s/ Harry F. Krensky
		Harry F. Krensky
		Member

	DISCOVERY AIR INVESTMENTS GP, LLC

	By:	Discovery Americas Associates, L.P.,
		its general partner
	By:	Discovery Capital Partners, LLC,
		its general partner

	By:	/s/ Harry F. Krensky
		Harry F. Krensky
		Member

	DISCOVERY AMERICAS ASSOCIATES, L.P.

	By:	Discovery Capital Partners, LLC,
		its general partner

	By:	/s/ Harry F. Krensky
		Harry F. Krensky
		Member

	DISCOVERY CAPITAL PARTNERS, LLC

	By:	/s/ Harry F. Krensky
		Harry F. Krensky
		Member

	HSBC México, S.A.

	By:	/s/ Carlos Miguel Mendoza Valencia
		Carlos Miguel Mendoza Valencia
		Authorized Signatory


				BANCO INVEX, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, INVEX GRUPO FINANCIERO, FIDUCIARIO FIDEICOMISO 1405

				By:		/s/ Mauricio Rangel Laisequilla
				Name:		Mauricio Rangel Laisequilla
				Title:		Delegado Fiduciario

				By:		/s/ Edgar Figueroa Pantoja
				Name:		Edgar Figueroa Pantoja
				Title:		Delegado Fiduciario

				ATLAS DISCOVERY MEXICO, S. DE R.L. DE C.V.

				By:		/s/ Carlos Miguel Mendoza Valencia
						Carlos Miguel Mendoza Valencia
						Authorized Signatory

				DISCOVERY AMERICAS ASSOCIATES II MEXICO, L.P.

				By:		Atlas Private Equity, LLC,
						its general partner

				By:		/s/ Harry F. Krensky
						Harry F. Krensky
						Sole Member

				ATLAS PRIVATE EQUITY, LLC

				By:		/s/ Harry F. Krensky
						Harry F. Krensky
						Sole Member

				/s/ Harry F. Krensky
				HARRY F. KRENSKY