Item 1(a). Name of Issuer:
Grupo Financiero Santander México, S.A.B. de C.V.
Item 1(b). Address of Issuer’s Principal Executive Offices:
Avenida Prolongación Paseo de la Reforma 500
Colonia Lomas de Santa Fe
Delegación Álvaro Obregón
01219 México, D.F.
United Mexican States
Item 2(a). Name of Person Filing:
Banco Santander, S.A.
Banco Santander, S.A. holds its Series B shares indirectly through its directly and indirectly wholly owned subsidiaries, Santusa Holding, S.L. and Santander Overseas Bank Inc.
Item 2(b). Address of Principal Business Office or, if none, Residence:
Ciudad Grupo Santander
28660 Boadilla del Monte (Madrid), Spain
Item 2(c). Citizenship:
Spanish
Item 2(d). Title of Class of Securities:
Series B shares
Item 2(e). CUSIP Number:
There is no CUSIP number for the Series B shares.
The ISIN Number of the Series B shares is MXP690491412.
Item 3. Filing Pursuant to Rule 240.13d-1(b) or 240.13.d-2(b) or (c).
Not Applicable
Item 4. Ownership.
All of the following amounts are as of December 31, 2012. As of December 31, 2012, Banco Santander, S.A. was also the beneficial owner of 3,464,309,145 Series F shares of Grupo Financiero Santander México, S.A.B. de C.V., representing 51.0% of the total equity voting power of such issuer, but such Series F shares are not registered under the Securities Exchange Act of 1934, as amended.
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(a)
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Amount of securities beneficially owned:
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1,623,491,117
48.9%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 1,623,491,117
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