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Irsa Investments & Representations (IRS)

Filed: 31 Jan 18, 12:00am
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
 
ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.
 
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SEC USE ONLY
DOCUMENT SEQUENCE NO.
CUSIP NUMBER
1 (a) NAME OF ISSUER (Please type or print)
 
IRSA PROPIEDADES COMERCIALES SA
(b) IRS IDENT. NO.
 
00-0000000
(c) S.E.C. FILE NO.
 
000-30982
 
 WORK LOCATION
 
 
1 (d) ADDRESS OF ISSUER                     STREET                      CITY                   STATE                  ZIP CODE
 
MORENO 877, BUENOS AIRES, ARGENTINA, C1091AAQ
(b)
 
 
(e) TELEPHONE NO.
AREA COD
 
54
NUMBER
 
11 4344-4600
2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
IRSA INVERSIONES Y REPRESENTACIONES SOCIEDAD ANÓNIMA
 
RELATIONSHIP TO ISSUER
STOCKHOLDER
(c) ADDRESS STREET                                          CITY                      STATE                 ZIP CODE
 
BOLIVAR 108 1ST FLOOR, BUENOS AIRES, ARGENTINA, C1066AAD
 
 
 
INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
 
3 (a)
 
Title of the Class of Securities To Be Sold
(b)
 
Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities
SEC USE ONLY
(c)
Number of Shares or Other Units To Be Sold
(See instr. 3(c))
(d)
Aggregate Market Value
(See instr. 3(d))
(e)
Number of Shares or Other Units Outstanding
(See instr. 3(e))
(f)
Approximate
Date of Sale
(See instr. 3(f))
(MO. DAY YR.)
(g)
Name of Each Securities Exchange
(See instr. 3(g))
 
Broker-Dealer
File Number
American Depositary Shares, each representing 4 common shares
JP MORGAN SECURITIES LLC
277 Park Avenue
                                 New York, NY 10172
         315,00016,695,000 (closing price January 30, 2018)      31,503,51302 01 2018NASDAQ
        
        
 
INSTRUCTIONS:                                                                                       
3. (a) Title of the class of securities to be sold
 
1. (a) Name of ssuer                                                                                         
(b) Name and address of each broker through whom the securities are intended to be sold
 
(b) Issuer’s I.R.S. Identification Number                                                                                       
(c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
 
(c) Issuer’s S.E.C. file number, if any                                                                                       
(d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
 
(d) Issuer’s address, including zip code                                                                                       
(e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown
by the most recent report or statement published by the issuer
 
(e) Issuer’s telephone number, including area code                                                                                           

(f) Approximate date on which the securities are to be sold
 
(g) Name of each securities exchange, if any, on which the securities are intended to be sold
 
2.(a) Name of person for whose account the securities are to be sold                                                                                                                     

 
(b) Such person’s relationship to the issuer (e.g., officer, director, 10%
 
stockholder, or member of immediate family of any of the foregoing)
 
(c) Such person’s address, including zip code
 
Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number. SEC 1147 (08-07)
 
 
 
TABLE I –– SECURITIES TO BE SOLD
 
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
 
 
Title of the Class
Date you
Acquired
 
 
Nature of Acquisition Transaction
Name of Person from Whom Acquired
(If gift, also give date donor acquired)
Amount of
Securities Acquired
Date of
Payment
 
 
Nature of Payment
American Depositary Shares, each representing 4 common shares
11/30/2004
12/01/2004
04/12/2005
04/19/2005
05/02/2005
06/26/2006
08/17/2006
08/25/2006
08/31/2006
09/05/2006
09/20/2006
12/14/2006
12/18/2006
01/04/2007
01/05/2007
01/08/2007
01/16/2007
02/12/2007
02/20/2007
03/01/2007
Negotiated, private transaction
Open Market purchases
Open Market purchases
Open Market purchases
Open Market purchases
Open Market purchases
Open Market purchases
Open Market purchases
Open Market purchases
Open Market purchases
Open Market purchases
Open Market purchases
Open Market purchases
Open Market purchases
Open Market purchases
 Open Market purchases
Open Market purchases
Open Market purchases
Open Market purchases
Open Market purchases
 
GSEM/AP Holdings LP
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
 
176,883
190
200
100
100
3,598
1,000
10,900
1,232
100
500
56
9,400
5,100
8,300
4,025
2,000
2,900
23,200
65,216
11/30/2004
12/06/2004
04/15/2005
04/22/2005
05/05/2005
06/29/2006
08/22/2006
08/30/2006
09/05/2006
09/08/2006
09/25/2006
12/19/2006
12/21/2006
01/09/2007
01/10/2007
01/11/2007
01/19/2007
02/15/2007
02/23/2007
03/06/2007
 
Cash. See footnote 1
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
 
 
INSTRUCTIONS: If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
 
 
TABLE II –– SECURITIES SOLD DURING THE PAST 3 MONTHS
 
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
 
 
 
Name and Address of Seller
 
Title of Securities Sold
 
Date of Sale
Amount of
Securities Sold
 
Gross Proceeds
N/AN/AN/AN/AN/A
 
REMARKS:
 
 
 
INSTRUCTIONS:
 
See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
 
 
ATTENTION: The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
 
                                                                           January 31, 2018                                                                                                                                                        /s/ Saul Zang - First Vice Chairman
 
 
           DATE OF NOTICE                                                                                                             
                                                       (SIGNATURE)
 
 
                     DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION,
 
 
The notice shall be signed by the person for whose account the securities are to be sold. At least one copy
 IF RELYING ON RULE 10B5-1                                                     
                                                                              of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.
 
 
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)
 
 
SEC 1147 (02-08)
(1) On November 30, 2004, IRSA Inversiones y Representaciones Sociedad Anónima (“IRSA”) purchased from GSEM/AP Holdings LP (“GSEM/AP”), a wholly-owned subsidiary of Goldman Sachs, 3,061,450 Convertible Notes and 1,114,520 American Depositary Shares (“ADS”) of the Issuer. IRSA paid US$15.3 million for such securities.