Filing Details

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1 The percentage is based on 1,747,873,239 outstanding Pampa Shares, after the cancellation of: (i) 182,820,250 Pampa Shares repurchased by the Issuer, as reported in the Issuer´s current report on Form 6-K furnished to the Securities and Exchange Commission on October 3, 2018; and (ii)151,997,025 Pampa Shares repurchased by the Issuer, as reported in the Issuer´s current report on Form 6-K furnished to the Securities and Exchange Commission on October 1, 2019.

2The percentage is based on 1,747,873,239 outstanding Pampa Shares, after the cancellation of: (i) 182,820,250 Pampa Shares repurchased by the Issuer, as reported in the Issuer´s current report on Form 6-K furnished to the Securities and Exchange Commission on October 3, 2018; and (ii)151,997,025 Pampa Shares repurchased by the Issuer, as reported in the Issuer´s current report on Form 6-K furnished to the Securities and Exchange Commission on October 1, 2019.

3The percentage is based on 1,747,873,239 outstanding Pampa Shares, after the cancellation of: (i) 182,820,250 Pampa Shares repurchased by the Issuer, as reported in the Issuer´s current report on Form 6-K furnished to the Securities and Exchange Commission on October 3, 2018; and (ii)151,997,025 Pampa Shares repurchased by the Issuer, as reported in the Issuer´s current report on Form 6-K furnished to the Securities and Exchange Commission on October 1, 2019.

4 The percentage is based on 1,747,873,239 outstanding Pampa Shares, after the cancellation of: (i) 182,820,250 Pampa Shares repurchased by the Issuer, as reported in the Issuer´s current report on Form 6-K furnished to the Securities and Exchange Commission on October 3, 2018; and (ii)151,997,025 Pampa Shares repurchased by the Issuer, as reported in the Issuer´s current report on Form 6-K furnished to the Securities and Exchange Commission on October 1, 2019.

5 The percentage is based on 1,747,873,239 outstanding Pampa Shares, after the cancellation of: (i) 182,820,250 Pampa Shares repurchased by the Issuer, as reported in the Issuer´s current report on Form 6-K furnished to the Securities and Exchange Commission on October 3, 2018; and (ii)151,997,025 Pampa Shares repurchased by the Issuer, as reported in the Issuer´s current report on Form 6-K furnished to the Securities and Exchange Commission on October 1, 2019.

6 The percentage is based on 1,747,873,239 outstanding Pampa Shares, after the cancellation of: (i) 182,820,250 Pampa Shares repurchased by the Issuer, as reported in the Issuer´s current report on Form 6-K furnished to the Securities and Exchange Commission on October 3, 2018; and (ii)151,997,025 Pampa Shares repurchased by the Issuer, as reported in the Issuer´s current report on Form 6-K furnished to the Securities and Exchange Commission on October 1, 2019.

Item 1. Security and Issuer.

This Amendment No. 9 (this “Amendment No. 9”) amends and supplements the Schedule 13D previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 7, 2018 (the “Original Schedule 13D”), as amended from time to time (the “Schedule 13D”), with respect to the common shares (the “Pampa Shares”) of Pampa Energía S.A., a sociedad anónima organized under the laws of the Republic of Argentina (the “Issuer”), and the American depositary shares (the “Pampa ADSs”) of the Issuer, each representing 25 Pampa Shares, that are traded on the New York Stock Exchange. The principal executive offices of the Issuer are located at Maipú 1, C1084ABA, City of Buenos Aires, Argentina.

Unless otherwise stated herein, the Schedule 13D remains in full force and effect. Capitalized terms used in this Amendment No. 9 and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 2.   Identity and Background.

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

This Amendment No. 9 is filed pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended, by the persons listed in (1) to (5) below (the “Reporting Persons”):

(1)             Grupo Mtres S.A. (“Grupo Mtres”) (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 Mtres is a holding company whose primary investments are the Pampa Shares disclosed herein and its interest in Groundwork Development LLC.  Grupo Mtres is a wholly owned subsidiary of Grupo Mtres 2 S.A.

(2)             Grupo Mtres 2 S.A. (“Grupo Mtres 2”) (formerly known as Tresemes Ltd.) is a sociedad anónima organized under the laws of the Republic of Uruguay and domiciled at César Cortinas 2037, Montevideo. Grupo Mtres 2 is a holding company whose primary investment is the entity Grupo Mtres, through which it indirectly owns the Pampa Shares disclosed herein. Grupo Mtres 2 is owned by Grupo Mtres 3 S.A. and Grupo Emes S.A.

(3)             Emes Finance S.A. (“Emes Finance”) (formely known as Dolphin Créditos S.A. is a sociedad anónima organized under the laws of Argentina. The address of its principal office is Maipú 1, C1084ABA, City of Buenos Aires, Argentina.  Emes Finance is a holding company whose primary investments its interest in Tondela S.A.  Emes Finance is controlled by Marcos Marcelo Mindlin (“Marcelo Mindlin”).

(4)             Grupo Mtres 3 S.A. (“Grupo Mtres 3”) (formerly known as Emes Inversora S.A.) is a sociedad anónima organized under the laws of the Republic of Uruguay and domiciled in César Cortinas 2037, Montevideo. Grupo Mtres 3 S.A. is a holding company whose primary investment is the entity Grupo Mtres 2, through which it indirectly owns the Pampa Shares disclosed herein. Grupo Mtres 3 is controlled by Marcelo Mindlin.

(5)             Grupo Emes S.A. (“Grupo Emes”) is a sociedad anónima organized under the laws of Argentina. The address of its principal office is Maipú 1, C1084ABA, City of Buenos Aires, Argentina. Grupo Emes is a holding company and is controlled by Marcelo Mindlin.

(6)             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 Pampa Shares disclosed herein.  MW is wholly-owned by Marcelo Mindlin.

(7)             Marcelo Mindlin is a citizen of Argentina.  Marcelo Mindlin is the Chairman of the Board of Directors (the “Board”) and Executive Director of the Issuer, and his principal business address is Maipú 1, C1084ABA, City of Buenos Aires, Argentina.

The directors and executive officers of each of Grupo Mtres 2 and Grupo Mtres 3 are Marcelo Mindlin, Damián Miguel Mindlin (“Damián Mindlin”) and Gustavo Mariani.  The directors and executive officers of Grupo Mtres are Damián Mindlin, Martín Feldman and Germán Pérez. The directors and executive officers of MW are Marcelo Mindlin and Germán Pérez. 

Damián Mindlin is a citizen of Argentina. Damián Mindlin is a member of the Board and Executive Director of the Issuer.  His principal business address is Maipú 1, C1084ABA, City of Buenos Aires, Argentina.

Gustavo Mariani is a citizen of Argentina. Gustavo Mariani is the Vice-Chairman of the Board, as well as Chief Executive Officer of the Issuer.  His principal business address is Maipú 1, C1084ABA, City of Buenos Aires, Argentina.

Germán Pérez is a citizen of Uruguay. Germán Pérez is a director of Grupo Mtres 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, executive officers or members, as applicable, of Grupo M, Grupo Mtres 2, Grupo Mtres 3 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.