MTZ MasTec Inc

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Act of 1934

(Amendment No. 3)

MasTec, Inc.

(Name of Issuer)

Common Stock, Par Value $.10 Per Share

(Title of Class of Securities)

576323109

(CUSIP Number)

Jose Mas

MasTec, Inc.

800 S. Douglas Road, 12th Floor

Miami, Florida 33134

(305) 599-1800

(Name, address and telephone number of person authorized to receive notices and communications)

September 9, 2024

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

AMENDMENT NO. 3 TO SCHEDULE 13D

This Amendment No. 3 to Schedule 13D is filed jointly on behalf of Jose Mas, Jose Ramon Mas Holdings I, LLC (“JM Holdings I”), Jose Ramon Mas Holdings, LLC (“JM Holdings”), Jorge Mas Irrevocable Family Trust (“JM Trust”), Jose Ramon Mas Irrevocable Family Trust (“JR Trust”), Mas Equity Partners III, LLC (“Mas Partners III”), and Mas Family Foundation Inc. (“Family Foundation”) (collectively, the “Reporting Persons”). This Amendment No. 3 to Schedule 13D amends and updates the statements on Schedule 13D previously filed on December 9, 2015, as amended on November 19, 2019, as further amended on January 13, 2023, with respect to the Common Stock, $.10 par value (the “Shares” or “Common Stock”) of MasTec, Inc., a Florida corporation (the “Issuer”).

ITEM 3. Source and Amount of Funds or Other Consideration.

Share ownership by each of the persons reporting on this Schedule 13D reflect transfers among certain of the reporting persons as well as grants of equity compensation to Mr. Mas since November 19, 2019, all as previously reported on Forms 4 filed by Mr. Mas.

ITEM 4. Purpose of Transaction.

The purpose of this filing to is report entry by Jose Mas on August 16, 2024 into an amendment (the “Second Amendment”) to the previously reported prepaid variable forward sale contract entered into by Jose Mas with an unaffiliated party (the “JR 2019 Prepaid Forward Contract,” and, as amended to date, the “Prepaid Forward Contract”). The Second Amendment amends the Floor Price (as defined below) and Cap Price (as defined below) for each Tranche 1 Component (as defined below), which were determined based on the volume weighted average price (the “VWAP”) of MasTec, Inc.’s common stock for a specified period ended on September 9, 2024, and appropriately adjusts the number of Shares to be delivered on the respective valuation date for each Tranche 1 Component, with such adjustment resulting in a reduction in the number of Shares pledged under the Prepaid Forward Contract to 364,850 Shares.

The Prepaid Forward Contract provides for the settlement of the transaction, at the option of Jose Mas, in cash or in Shares. At settlement Jose Mas will be obligated to deliver to the buyer, on the applicable date in August or September 2025 or 2026 for the applicable component (each, a “Valuation Date”) in the first (“Tranche 1”) or second (“Tranche 2”) tranche, as applicable, of 15 components each ( “Tranche 1 Components” or “Tranche 2 Components”), at Jose Mas’s option, up to 100% of the number of Shares pledged for such component or an equivalent amount of cash. Jose Mas entered into the JR 2019 Prepaid Forward Contract to provide funds for investment in the Miami Major League Soccer franchise. For more information on the terms of the Prepaid Forward Contract, please see Item 6 below.

ITEM 5. Interest in Securities of the Issuer.

The Reporting Person’s responses to cover page Items 7 through 10 of this 13D are hereby incorporated by reference in this Item 5.

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

364,850 Shares owned by Jose Mas are covered by the Prepaid Forward Contract. The Prepaid Forward Contract obligates Jose Mas to deliver to the buyer under the Prepaid Forward Contract, on each Valuation Date, at Jose Mas’s option, up to 100% of the number of Shares pledged for the applicable component or an equivalent amount of cash. Jose Mas pledged an aggregate of 364,850 Shares (the “Pledged Shares”) of MasTec, Inc. common stock to secure his obligations under the Prepaid Forward Contract, and currently retains ownership and voting rights in the Pledged Shares during the term of the pledge. The number of Shares to be potentially delivered to the buyer on each Valuation Date (or on which to base the amount of cash to be delivered to the buyer on such Valuation Date) is to be determined as follows: (a) if the VWAP of Shares on the Valuation Date for the applicable Tranche 1 Component or Tranche 2 Component (each, a “Valuation Price”) is less than or equal to $97.3535 (the “Tranche 1 Floor Price”) or $78.5147 (the “Tranche 2 Floor Price,” and each of the Tranche 1 Floor Price and Tranche 2 Floor Price, a “Floor Price”), respectively, then Jose Mas will deliver to the buyer all of the Pledged Shares for the applicable component; (b) if such Valuation Price for the Tranche 1 Component or Tranche 2 Component is greater than the Tranche 1 Floor Price or Tranche 2 Floor Price, respectively, but less than or equal to $127.6413 (the “Tranche 1 Cap Price”) or $136.9646 (the “Tranche 2 Cap Price,” and each of the Tranche 1 Cap Price and Tranche 2 Cap Price, a “Cap Price”), respectively, then Jose Mas will deliver to the buyer the number of Shares equal to 100% of the Pledged Shares for the applicable component multiplied by the quotient of the applicable Floor Price divided by such Valuation Price and (c) if such Valuation Price for the Tranche 1 Component or Tranche 2 Component exceeds the Tranche 1 Cap Price or Tranche 2 Cap Price, respectively, then Jose Mas will deliver to the buyer the number of Shares equal to 100% of Pledged Shares for the applicable component multiplied by the quotient of (x) the applicable Floor Price plus such excess divided by (y) such Valuation Price. Except as set forth above, Jose Mas retains beneficial ownership of the Pledged Shares and rights related thereto, including voting power with respect thereto.

ITEM 7. Material to be Filed as Exhibits

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXECUTED as of this 10th day of September, 2024.

EXHIBIT INDEX

Exhibit 99.1

Execution Version

THIS VARIABLE SHARE FORWARD TRANSACTION AMENDMENT NO. 2 AGREEMENT (this “Amendment Agreement”) with respect to the Confirmation (as defined below) is made as of August 16, 2024 between Jose Ramon Mas (“Party B”) and Bank of America, N.A. (“Party A”).

WHEREAS, Party A and Party B entered into a confirmation for a variable share forward transaction (as amended by the Amendment No. 1 Agreement (as defined below), the “Confirmation”) dated as of November 19, 2019 in respect of an aggregate Number of Shares, collectively, equal to 775,000;

WHEREAS, Party A and Party B entered into a partial unwind and amendment agreement with respect to the Confirmation (the “Amendment No. 1 Agreement”) dated as of November 28, 2022, which, among other things, reduced the aggregate Number of Shares under the Confirmation from 775,000 to 387,500;

WHEREAS, the parties wish to amend the Confirmation for the Transaction pursuant to this Amendment Agreement to, among other things, (i) extend the Valuation Date for each Tranche 1 Component, (ii) reset each of the Forward Floor Price and the Forward Cap Price for each Tranche 1 Component and (iii) adjust the Number of Shares for each Tranche 1 Component, each in accordance with the terms and conditions herein specified; and

WHEREAS, contemporaneously with their entry into the Confirmation, the parties hereto along with BofA Securities, Inc., as Custodian, entered into a Pledge Agreement, dated as of November 19, 2019 (the “Pledge Agreement”);

NOW, THEREFORE, in consideration of their mutual covenants herein contained, the parties hereto, intending to be legally bound, hereby mutually covenant and agree as follows:

1. Defined Terms. Any capitalized term not otherwise defined herein shall have the meaning set forth for such term in the Confirmation. In the event of any inconsistency between the definitions set forth in the Confirmation and this Amendment Agreement, this Amendment Agreement shall govern.

2. Cash Prepayment. On August 16, 2024, Party B shall deliver an amount in cash equal to $0 (the “Cash Prepayment Amount”) to the Collateral Account (as defined in the Pledge Agreement) maintained by Party A; provided that if, on any date during the Hedge Adjustment Period, the Hedge Adjustment Share Price that would be determined if such date were the Hedge Adjustment Period End Date is less than $85, (x) the Cash Prepayment Amount shall be $1,674,867.40 and Party B shall within two Currency Business Days of such date deliver such Cash Prepayment Amount to the Collateral Account and (y) it shall constitute an Additional Termination Event with respect to which Party B is the sole Affected Party, and Party A shall have the right to designate an Early Termination Date with respect to all or any portion of the Transaction (as determined by Party A in its sole discretion), if Party B shall fail to deliver such Cash Prepayment Amount to the Collateral Account within such period and, upon such designation of an Early Termination Date, Party A shall have the right to declare the Early Termination Amount with respect thereto to be immediately due and payable and, if such Early Termination Amount is not immediately paid to Party A, such failure shall constitute an Event of Default in respect of which Party A may exercise any and all remedies under the Pledge Agreement. Notwithstanding anything to the contrary in the Confirmation or the Pledge Agreement, the Cash Prepayment Amount shall not be released from the Collateral Account except as provided in this Section 2. Within two Currency Business Days following the Hedge Adjustment Period End Date, Party B shall pay an amount in cash to Party A (the “Cash Payment”) determined in accordance with the grid attached as Annex B hereto (it being understood that, if the applicable Cash Payment set forth on such grid is $0, Party B shall not owe any Cash Payment to Party A). Party B hereby authorizes Party A to effect payment of the Cash Payment from Party B to Party A by releasing cash in an amount equal to the Cash Payment from the Collateral Account (up to an amount equal to the Cash Prepayment Amount) to Party A for its account without further authorization from Party B. For the avoidance of doubt, if the Cash Payment is greater than the Cash Prepayment Amount, Party B shall pay the excess over the amount released from the Collateral Account to Party A within two Currency Business Days following the Hedge Adjustment Period End Date. If the Cash Payment is less than the Cash Prepayment Amount, Party A shall, so long as no Default Event has occurred and is then continuing, release the difference to Party B from the Collateral Account within two Currency Business Days following the Hedge Adjustment Period End Date.

3. Amendments to Confirmation. Each party hereto agrees that, subject to satisfaction of Party B’s obligations pursuant to Section 2 above, the Confirmation is hereby amended by:

(a) amending and restating the definition of “Number of Shares” under the “General Terms” subsection of Section 1 thereof in its entirety as follows:

(b) amending and restating the definitions of “Forward Floor Price” and “Forward Cap Price” under the “General Terms” subsection of Section 1 thereof in their entirety as follows:

(c) amending and restating the definitions of “Hedge Adjustment Period”, “Hedge Adjustment Period Start Date”, “Hedge Adjustment Period End Date” and “Hedge Adjustment Share Price” under the “General Terms” subsection of Section 1 thereof in their entirety as follows:

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(d) amending and restating the table in the definition of “Valuation Date ” under the “Valuation” subsection of Section 1 thereof in its entirety as follows:

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(e) amending and restating Annex A to the Confirmation to be in the form attached hereto as Annex A.

4. Representations, Warranties and Agreements.

(a) Each of Party A and Party B hereby repeat and remake each representation, warranty and agreement made by it as set forth in Section 3(a) of the Confirmation (as amended by this Amendment Agreement) and in the Agreement made on the Commencement Date to each other as if this Amendment Agreement were the “Confirmation” and the “Transaction”, the date hereof were the “Commencement Date” and references to the “Number of Shares” in Section 3(a) of the Confirmation were to the Number of Shares assuming the Share Reduction Number were zero.

(b) Party B represents and warrants to Party A as of the date hereof that it is not entering into the Amendment Agreement “on the basis of” (as defined in Rule 10b5-1(b) under the Exchange Act) any material nonpublic information concerning the Shares or the Issuer. “Material” information for these purposes is any information to which an investor would reasonably attach importance in reaching a decision to buy, sell or hold securities of the Issuer. Party B acknowledges and agrees that (I) Party B does not have, and shall not attempt to exercise, any influence over how, when or whether Party A effects any purchases or sales of Shares in connection with the Transaction (as amended hereby), (II) during the tenor of the Transaction (as amended hereby), neither Party B nor any person acting on Party B’s behalf shall, directly or indirectly, communicate any information regarding the Issuer or the Shares to any employee of Party A or its affiliates responsible for trading the Shares in connection with the transactions contemplated by the Transaction (as amended hereby), (III) Party B is entering into this Amendment Agreement in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 promulgated under the Exchange Act and (IV) Party B has not entered into or altered, and will not enter into or alter, any hedging transaction relating to the Shares corresponding to or offsetting the Transaction.

(c) From the date three months prior to the date hereof until the date hereof, neither Party B nor any person who would be considered to be the same “person” as Party B or “act[ing] in concert” with Party B (as such terms are used in Rule 144(a)(2) and Rule 144(e)(3)(vi) under the Securities Act sold or loaned any Shares or hedged (through swaps, options, short sales or otherwise) any long position in the Shares. For the purposes of the immediately preceding sentence, Shares shall be deemed to include securities convertible into or exchangeable or exercisable for Shares. Party B has not solicited or arranged for the solicitation of, and will not solicit or arrange for the solicitation of, orders to buy Shares in anticipation of or in connection with any sales of Shares that Party A or a hedging counterparty of Party A effects in adjusting Party A’s initial hedge position with respect to the Transaction in giving effect to this Amendment Agreement. Except as provided herein, Party B has not made, will not make, and has not arranged for, any payment to any person in connection with any sales of Shares that Party A or a hedging counterparty of Party A effects in adjusting Party A’s initial hedge position with respect to the Transaction, after giving effect to this Amendment Agreement. The parties intend that (I) the Confirmation (as amended hereby) constitutes a “Final Agreement” as described in the letter dated December 14, 1999 submitted by Robert W. Reeder and Alan L. Beller to Michael Hyatte of the Staff to which the Staff responded in an interpretive letter dated December 20, 1999 and (II) the Confirmation (as amended hereby) constitutes a “contract” as described in the Interpretive Letters.

(d) Party B shall not (and shall not permit any of its affiliates to) sell or purchase any Shares (I) during the Hedge Adjustment Period or (II) on any Valuation Date. For purposes of this subsection, sales and purchases shall include pledges, hedges and derivative transactions, including without limitation swaps, options and short sales, and whether any such transaction is to be settled by delivery of Shares or other securities or cash, of or with respect to Shares (or security entitlements in respect thereof).

(e) Party B represents and warrants to, and covenants with, Party A as of the date hereof and any date on which Party B makes payment to Party A in connection with any settlement under the Confirmation, that it is or will be, as the case may be, solvent and able to pay its debts as they come due, with assets having a fair value greater than its liabilities, with capital sufficient to carry on the business in which it engages and without any intent to incur debts that would be beyond its ability to pay as such debts mature.

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(f) Party B hereby confirms and agrees that none of the rights and remedies of Party A under the Confirmation shall be prejudiced, avoided or otherwise adversely affected by this Amendment Agreement and Party A may rely and continue to rely on the Confirmation as if references therein to the “Confirmation” are to such instrument as amended, varied and supplemented by this Amendment Agreement.

(g)

5. [Reserved.]

6. Continuing Effect. This Amendment Agreement amends solely the terms and provisions of the Confirmation set forth herein and nothing in this Amendment Agreement is intended or shall be construed as amending or waiving any other terms or provisions of the Confirmation or any other rights of Party A or Party B under the Confirmation.

7. Confirmation of Security Interests.

(a) Party B, in its capacity as Pledgor (as defined in the Pledge Agreement), hereby confirms that:

(b) Party A, in its capacity as Secured Party (as defined in the Pledge Agreement), hereby acknowledges and agrees to the confirmations provided by Party B pursuant to this Section 7.

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8. Governing Law. This Amendment Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of New York.

9. Counterparts. This Amendment Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.

10. Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Amendment Agreement. Each party (i) certifies that no representative, agent or attorney of either party has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into the transactions contemplated by this Amendment Agreement, as applicable, by, among other things, the mutual waivers and certifications provided herein.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed as of the date first written above.

[Signature Page to Amendment Agreement]

Annex A

FORM OF PRICING NOTICE

Bank of America, N.A.

Bank of America Tower at One Bryant Park

New York, NY 10036

[Date]

Jose Ramon Mas

800 South Douglas Road, 12^th Floor

Coral Gables, FL 33134

Telephone: 305-599-1800

Dear Sir or Madam:

The purpose of this communication is to set forth certain terms and conditions of the above-referenced Transaction entered into between you and us. This communication is the Pricing Notice within the meaning of the Confirmation for a Variable Share Forward Transaction originally dated as of November 19, 2019, as amended and supplemented by that certain Variable Share Forward Transaction Partial Unwind and Amendment Agreement dated as of November 28, 2022, and by that certain Variable Share Forward Transaction Amendment No. 2 Agreement dated as of August 16, 2024 (the “Amendment No. 2 Agreement”), each between Bank of America, N.A. (“Party A”) and Jose Ramon Mas (“Party B”) (as so amended and supplemented, the “Confirmation”). Capitalized terms used herein have the meanings set forth in the Confirmation.

For all purposes under the Confirmation and the Amendment No. 2 Agreement, the terms of the Transaction to which this Pricing Notice relates shall be as follows:

[Signature Page to Pricing Notice]

Annex B

The following grid sets forth the Cash Payment and aggregate Number of Shares for the Transaction that will be determined for each Hedge Adjustment Share Price set forth below. If the actual Hedge Adjustment Share Price is not set forth in the grid below, the Cash Payment and aggregate Number of Shares for the Transaction, as applicable, will be determined by a straight-line interpolation based on the grid below; provided that in no event will the Cash Payment be less than $0 or the aggregate Number of Shares for the Transaction exceed 387,500.