VIST Vista Energy SAB de CV

CUSIP No. BYXGC1909

CUSIP No. 92837L109 (ADS)

 13G

1

Name of reporting persons

Kensington Investments B.V.

2

Check the appropriate box if a member of a group. (See instructions)

(a) 

(b) 

3

SEC use only.

4

Citizenship or place of organization.

 Netherlands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

Sole Voting Power

6

Shares Voting Power

7

Sole Dispositive Power

8

Shared Dispositive Power

9

Aggregate amount beneficially owned by each reporting person.

15,833,333 (1)

10

Check if the aggregate amount in row (9) excludes certain shares (see instructions).



11

Percent of class represented by amount in row (9).

17.7% (2)

12

Type of reporting person.

CO

(1)

Kensington is the direct beneficial owner of: (1) 12,500,000 American Depositary Shares (“ADSs”) (representing 12,500,000 Series A shares of the Vista Oil & Gas, S.A.B. de C.V. (the “Issuer”)) and (2) 10,000,000 warrants currently exercisable for 3,333,333 Series A shares of the Issuer.

(2)

The percentage was calculated based upon 85,929,000 Series A shares of the Issuer issued and outstanding as reported in the Issuer’s Prospectus (File No. 333-232516) filed with the Securities and Exchange Commission on July 26, 2019 and assuming the exercise of the warrants into Series A shares.

 CUSIP No. BYXGC1909

CUSIP No. 92837L109 (ADS)

 13G

1

Name of reporting persons

Abu Dhabi Investment Council Company P.J.S.C.

2

Check the appropriate box if a member of a group. (See instructions)

(a) 

(b) 

3

SEC use only.

4

Citizenship or place of organization.

 United Arab Emirates

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

Sole Voting Power

6

Shared Voting Power

7

Sole Dispositive Power

8

Shared Dispositive Power

9

Aggregate amount beneficially owned by each reporting person.

15,833,333 (1)

10

Check if the aggregate amount in row (9) excludes certain shares (see instructions).



11

Percent of class represented by amount in row (9).

17.7% (2)

12

Type of reporting person.

CO

(1)

Abu Dhabi Investment Council Company P.J.S.C. (the “Council”) is the parent company of Kensington Investments B.V. (“Kensington”) and, as a result of the Council’s ownership of Kensington, it may be deemed to be an indirect beneficial owner of: (1) 12,500,000 ADSs (representing 12,500,000 Series A shares of the Issuer) and (2) 10,000,000 warrants currently exercisable for 3,333,333 Series A shares of the Issuer. Kensington, however, maintains separate corporate formalities, management and final decision making with respect to its business and operations, including its ownership of the Issuer’s securities.

(2)

The percentage was calculated based upon 85,929,000 shares of the Issuer issued and outstanding as reported in the Issuer’s Prospectus (File No. 333-232516) filed with the Securities and Exchange Commission on July 26, 2019 and assuming the exercise of the warrants into Series A shares.

 Item 1

(a) Name of Issuer:

Vista Oil & Gas, S.A.B. de C.V. (the “Issuer”)

(b)

Address Of Issuer’s Principal Executive Offices:

Calle Volcán 150, Floor 5

Colonia Lomas de Chapultepec, Alcaldía Miguel Hidalgo

Mexico City, Mexico 11000

 Item 2

(a)

Name of Person Filing:

This Schedule 13G is jointly filed by Kensington Investments B.V. (“Kensington”) and Abu Dhabi Investment Council Company P.J.S.C. (the “Council”). The Council is the sole owner of Kensington.

(b)

Address of Principal Business Office, or, if none, Residence:

The principal business address for Kensington is: Prins Bernhardplein 200, 1097 JB, Amsterdam, Netherlands

The principal business address for the Council is: Al Bahr Towers, Sheikh Zayed Bin Sullan, Street 19, Abu Dhabi, United Arab Emirates 61999.

(c)

Citizenship:

Kensington is organized in the Netherlands and the Council is organized in the United Arab Emirates.

(d)

Title of Class of Securities:

Series A Shares, no par value per share

American Depositary Shares, each representing one Series A Share

(e)

CUSIP Number:

BYXGC1909 (Series A Shares)

92837L109 (ADS)

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

(a) Amount beneficially owned: 

This Statement is filed by Kensington as the direct beneficial owner of 15,833,333 Series A shares of the Issuer (12,500,000 ADSs (representing 12,500,000 Series A shares) and 10,000,000 warrants currently exercisable for 3,333,333 Series A shares). The Council is the parent company of Kensington and, as a result of the Council’s ownership of Kensington, it may be deemed to be the indirect beneficial owner of the Issuer’s securities, which are directly owned by Kensington. While Kensington is owned by its parent company the Council, it does maintain separate corporate formalities, management and decision making with respect to its business and operations, including its ownership of the Issuer’s securities.

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote 

See response to Item 4(c)(ii) below.

(ii) Shared power to vote or to direct the vote

Kensington is the direct beneficial owner of 15,833,333 Series A shares of the Issuer (12,500,000 ADSs (representing 12,500,000 Series A shares) and 10,000,000 warrants currently exercisable for 3,333,333 Series A shares). The Council, as the parent company of Kensington, may be deemed to be the indirect beneficial owner of the Issuer’s securities directly owned by Kensington. Accordingly, due to this indirect ownership, Kensington and the Council under this Schedule 13G are reporting having shared power to vote or to direct the vote of such Issuer securities. While the Council is Kensington’s parent company, Kensington does maintain separate corporate formalities, management and decision making with respect to its business and operations, including its ownership of the Issuer’s securities.

(iii) Sole power to dispose or to direct the disposition of 

See response to Item 4(c)(iv) below.

(iv) Shared power to dispose or to direct the disposition of 

Item 5

Ownership of Five Percent or Less of a Class

Item 6 

Ownership of More Than Five Percent on Behalf Of Another Person

Item 7 

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

Item 8

Identification and Classification of Members of The Group

Item 9

Notice of Dissolution of Group

Item 10

Certification

Exhibit

Description of Exhibit

99.1

Joint Filing Agreement, dated November 19, 2019

Kensington Investments B.V.

By:

/s/ C.H.F.D. Karssen

Name:

C.H.F.D. Karssen

Title:

Director A

By:

/s/ Mohamed Ali Al Dhaheri

Name:

Mohamed Ali Al Dhaheri

Title:

Director B

Abu Dhabi Investment Council Company P.J.S.C.

By:

/s/ Khalifa Sultan Al Suwaidi

Name:

Khalifa Sultan Al Suwaidi

Title:

Authorized Signatory

By:

/s/ Omar Liaqat

Name:

Omar Liaqat

Title:

Authorized Signatory