This
Amendment No. 4 amends and supplements the Schedule 13D filed by Pampa
Inversiones S.A. (“PISA”) and Pampa Energía S.A. (“Pampa Energía” and, together
with PISA, the “Reporting Persons”) with the Securities and Exchange Commission
(the “SEC”) on November 22, 2010 (dated as of September 28, 2010), as amended
by the Schedule 13D Amendment No. 1 filed with the SEC on November 5, 2010,
Amendment No.2 filed with the SEC on December 10, 2010 and Amendment No. 3
filed with the SEC on October 23, 2013 (the “Schedule 13D”), related to the
American Depository Shares (“ADSs”), each representing 20 Class B Shares (“Class
B Shares”) of Empresa Distribuidora y Comercializadora Norte S.A. (Edenor), an Argentina
sociedad anónima
(the “Company”). We are filing this Amendment No.4 to
revise the signature page of the 13D Amendment No.3 filed on October 23, 2013 (the
“Amendment No.3”) to conform it to form requirements. This Amendment No. 4
restates, but does not amend, Items 4 and 5, in each case as set forth in
Amendment No. 3. Except as described above, no other change has been made to
the Amendment No. 3.
Items
4 and 5 are hereby restated, as follows:
Item 4. Purpose of
Transaction.
Pampa Energía has caused its subsidiary
PISA to sell and purchase Class B Shares of the Issuer to take advantage of
favorable market conditions.
Item 5.
Interest
in Securities of the Issuer
.
(a) and
(b). The
Reporting Persons have, as of October 22, 2013, the following interests in the Class
B Shares:
|
Class B Shares Beneficially
Owned
|
% of Class
|
Sole Power to Vote
|
Shared Power to Vote
|
Sole Power to Dispose
|
Shared Power to Dispose
|
PISA
|
27,913,674
|
6.3%
|
-0-
|
27,913,674
|
-0-
|
27,913,674
|
Pampa
Energía
|
27,913,674
|
6.3%
|
27,913,674
|
-0-
|
27,913,674
|
-0-
|
To the knowledge of the Reporting
Persons, none of the executive officers or directors of each of PISA and Pampa
Energía owns any Class B Shares with the exception of (i) Gustavo Mariani,
a director of Pampa Energía, who owns 940,000 Class B Shares, or 0.21% of such shares,
and has the sole power to vote and dispose of these 940,000 Class B Shares and
(ii) Diego Salaverri, a director of Pampa Energía, who owns 18,486 Class B
Shares, or 0.004%. of such shares, and has the sole power to vote and dispose
of these 18,486 Class B Shares.
(c) During
the past sixty days, PISA has effected the following transactions in the ADSs
through brokers on the New York Stock Exchange:
Date
of Transaction
|
ADSs Sold
|
Equivalent Number of Class B Shares
|
Price per ADS
(U.S. dollars)
|
Brokers
|
September 27, 2013
|
3,588
|
71,760
|
U.S.
$ 4.3932
|
JPMorgan
|
September 27, 2013
|
13,755
|
275,100
|
U.S.
$ 4.181
|
RJUSA
|
October 3, 2013
|
12,000
|
240,000
|
U.S.
$ 4.4033
|
RJUSA
|
October 4, 2013
|
35,100
|
702,000
|
U.S.
$ 4.4934
|
RJUSA
|
October 7, 2013
|
6,050
|
121,000
|
U.S.
$ 4.4386
|
RJUSA
|
October 10, 2013
|
7,700
|
154,000
|
U.S.
$ 4.4238
|
RJUSA
|
October 11, 2013
|
34,000
|
680,000
|
U.S.
$ 4.5874
|
RJUSA
|
October 15, 2013
|
25,100
|
502,000
|
U.S.
$ 4.9513
|
RJUSA
|
October 16, 2013
|
61,500
|
1,230,000
|
U.S.
$ 5.1026
|
RJUSA
|
October 17, 2013
|
43,500
|
870,000
|
U.S.
$ 5.5975
|
RJUSA
|
October 17, 2013
|
61,500
|
1,230,000
|
U.S.
$ 6.4125
|
RJUSA
|
October 18, 2013
|
50,500
|
1,010,000
|
U.S.
$ 6.6067
|
RJUSA
|
During the past sixty days, Pampa Energía
has not and, to the knowledge of the Reporting Persons, Gustavo Mariani and
Diego Salaverri have not, effected any transactions in the Class B Shares or
ADSs.