0000899243-19-027621.txt : 20191119 0000899243-19-027621.hdr.sgml : 20191119 20191119204414 ACCESSION NUMBER: 0000899243-19-027621 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190410 FILED AS OF DATE: 20191119 DATE AS OF CHANGE: 20191119 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAS JOSE RAMON CENTRAL INDEX KEY: 0001079760 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08106 FILM NUMBER: 191232833 MAIL ADDRESS: STREET 1: 800 DOUGLAS ROAD, 12TH FLOOR CITY: CORAL GABLES STATE: FL ZIP: 33134 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MASTEC INC CENTRAL INDEX KEY: 0000015615 STANDARD INDUSTRIAL CLASSIFICATION: WATER, SEWER, PIPELINE, COMM AND POWER LINE CONSTRUCTION [1623] IRS NUMBER: 650829355 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 800 S. DOUGLAS ROAD STREET 2: 12TH FLOOR CITY: CORAL GABLES STATE: FL ZIP: 33134 BUSINESS PHONE: 3055991800 MAIL ADDRESS: STREET 1: 800 S. DOUGLAS ROAD STREET 2: 12TH FLOOR CITY: CORAL GABLES STATE: FL ZIP: 33134 FORMER COMPANY: FORMER CONFORMED NAME: BURNUP & SIMS INC DATE OF NAME CHANGE: 19920703 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-04-10 0 0000015615 MASTEC INC MTZ 0001079760 MAS JOSE RAMON 800 S. DOUGLAS ROAD, 12TH FLOOR CORAL GABLES FL 33134 1 1 0 0 CEO Common Stock 2019-04-10 5 G 0 E 5000 0.00 D 1197414 I Indirect Common Stock 2993437 D Common Stock 425000 I Indirect Common Stock 276000 I Indirect Forward sale contract (potential obligation to sell) 2019-11-19 4 J 1 775000 A Common Stock 775000 775000 D Forward sale contract (potential obligation to sell) 2019-11-19 4 J 1 212500 A Common Stock 212500 212500 I See Footnote Represents shares donated to a charitable organization. Shares owned of record by Jose Ramon Mas Holdings I, LLC, a Florida limited liability company ("Jose Ramon Mas Holdings"). The sole member of Jose Ramon Mas Holdings is Jose Ramon Mas Holdings, LLC, a Florida limited liability company, which is wholly owned by Mr. Jose Ramon Mas. Shares held by Jose Ramon Mas Irrevocable Family Trust, of which the reporting person's spouse is one of the trustees. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purpose of Section 16 or for any other purpose. Shares owned by Mas Equity Partners III, LLC, a Delaware limited liability company ("MEP III"), in which the reporting person is a member. The reporting person disclaims beneficial ownership of the securities held by MEP III except to the extent of his pecuniary interest therein. On November 19, 2019, the reporting person and the Jose Ramon Mas Irrevocable Family Trust, one of the trustees of which is the reporting person's spouse (the "JR Trust"), entered into prepaid variable forward sale contracts with an unaffiliated third party buyer. The reporting person pledged an aggregate of 775,000 shares and the JR Trust pledged an aggregate of 212,500 shares (the "Pledged Shares") of MasTec, Inc. common stock to secure their obligations under the contracts, and retained ownership and voting rights in their respective portions of the Pledged Shares during the term of the pledge. (Continued from Footnote 5) The contracts obligate the reporting person and the JR Trust to deliver to the buyer, on the applicable settlement date for the applicable component (of ten components for each contract), at Jose Mas's or the JR Trust's option, as applicable, up to one hundred percent (100%) of the number of Pledged Shares for such component or an equivalent amount of cash. The number of shares of MasTec, Inc. common stock to be delivered to the buyer on the settlement date (or on which to base the amount of cash to be delivered to the buyer on the settlement date) is to be determined as follows: (a) if the volume-weighted average price of MasTec, Inc. common stock on the designated valuation date for the applicable component (each, a "Settlement Price") is less than or equal to $61.794 (the "Floor Price"), the reporting person or the JR Trust, as applicable, will deliver to the buyer all of the Pledged Shares for the applicable component; (Continued from Footnote 6) (b) if such Settlement Price is greater than the Floor Price but less than or equal to $82.804 (the "Cap Price"), the reporting person or the JR Trust, as applicable, will deliver to the buyer the number of shares equal to one hundred percent (100%) of the Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is such Settlement Price and (Continued from Footnote 7) (c) if such Settlement Price is greater than the Cap Price, the reporting person or the JR Trust, as applicable, will deliver to the buyer the number of shares equal to one hundred percent (100%) of Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price plus the excess of such Settlement Price over the Cap Price, and the denominator of which is such Settlement Price. In connection with the reporting person's and the JR Trust's entry into the forward contracts described in Footnote (5), Jose Mas was entitled to receive aggregate net cash payments (amounts receivable by him upon entry into the forward contract) of $45,226,715.94 and the JR Trust was entitled to receive aggregate net cash payments (amounts receivable by it upon entry into the forward contract) of $12,400,873.73. Such amounts were determined based on the market value of MasTec, Inc. common stock on November 19, 2019. Each component is exercisable on the same date as it expires, which date for each component, occurs between December 5, 2022 and December 16, 2022. Shares held by the JR Trust. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purpose of Section 16 or for any other purpose. \s\ Albert de Cardenas For: Jose Mas 2019-11-19