Statement of Ownership (sc 13g)
14 Février 2023 - 3:02PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(b)
(AMENDMENT
NO. 0)*
Despegar.com
Corporation
(Name
of Issuer)
COMMON
STOCK
(Title
of Class of Securities)
G27358103
(CUSIP
Number)
Thomas
Quinn / 307 West 38th Street, Suite 2003, New York, NY 10018 / (646) 593 8783
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December
31st, 2022
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
[x]
Rule 13d-1(b)
[
] Rule 13d-1(c)
[
] Rule 13d-1(d)
| * | The
remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior
cover page. |
The
information required on the remainder of this cover page shall not be deemed to be "filed" for the 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).
CUSIP
No. G27358103 |
|
13G |
|
Page
2 of 5 Pages |
1. |
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Moerus
Capital Management, LLC
47-3262522 |
|
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
Delaware |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
3,545,946 |
|
6. |
SHARED
VOTING POWER
111,018 |
|
7. |
SOLE
DISPOSITIVE POWER
3,656,964 |
|
8. |
SHARED
DISPOSITIVE POWER
n/a |
|
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,656,964 |
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [n/a]
|
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.13%
|
|
12. |
TYPE OF REPORTING PERSON (see instructions)
IA |
|
|
|
|
|
|
CUSIP
No. G27358103 |
|
13G |
|
Page
3 of 5 Pages |
Item
1. |
(a) |
Name
of Issuer
Despegar.com
Corporation |
|
|
|
|
(b) |
Address
of Issuer’s Principal Executive Offices
Juana
Manso 999, Ciudad Autonoma de Buenos Aire, Buenos Aires, C1107CBR, Argentina |
Item
2. |
(a) |
Name
of Person Filing
Moerus
Capital Management, LLC |
|
|
|
|
(b) |
Address
of the Principal Office or, if none, residence
307
West 38th Street, Suite 2003, New York, NY 10018 |
|
|
|
|
(c) |
Citizenship
or Place of Organization
Delaware |
|
|
|
|
(d) |
Title
of Class of Securities
Common
Stock |
|
|
|
|
(e) |
CUSIP
Number
G27358103 |
|
|
|
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:
|
(a) |
[ ] |
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
|
|
|
|
|
(b) |
[ ] |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(c) |
[ ] |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(d) |
[ ] |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
|
|
|
|
(e) |
[x] |
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
|
|
|
|
(f) |
[ ] |
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
|
|
|
|
(g) |
[ ] |
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
|
|
|
|
|
(h) |
[ ] |
A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
|
|
(i) |
[ ] |
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3); |
|
|
|
|
|
(j) |
[ ] |
Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
CUSIP
No. G27358103 |
|
13G |
|
Page
4 of 5 Pages |
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
(a) |
Amount
beneficially owned: |
3,656,964 |
(b) |
The
Reporting Persons may be deemed the beneficial owners of 5.13% of the Issuer’s outstanding Ordinary Shares. This percentage
was calculated by dividing (i) 3,656,964, the number of Ordinary Shares held by the Fund, by (ii) 71,246,000, the number of
Ordinary Shares issued and outstanding as of December 31, 2021, as reported in the Issuers Form 20-F filed with the Securities
and Exchange Commission on April 29th, 2022. |
(c) |
Number
of shares as to which the person has: |
|
|
(i) |
Sole
power to vote or to direct the vote: |
3,545,946 |
|
(ii) |
Shared
power to vote or to direct the vote: |
111,018 |
|
(iii) |
Sole
power to dispose or to direct the disposition of: |
3,656,964 |
|
(iv) |
Shared
power to dispose or to direct the disposition of: |
n/a |
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [n/a] .
Instruction.
Dissolution of a group requires a response to this item.
n/a
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
n/a
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
n/a
Item
8. Identification and Classification of Members of the Group.
n/a
Item
9. Notice of Dissolution of Group.
n/a
CUSIP
No. G27358103 |
|
13G |
|
Page
5 of 5 Pages |
Item
10. Certification.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Moerus
Capital Management LLC hereby declares and affirms that the filing of Schedule 13G shall not be construed as an admission that
Moerus is the beneficial owner of the securities referred to, which beneficial ownership is expressly denied.
Signature
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.
|
Name
of Registrant |
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
Thomas
M Quinn |
|
|
Title: |
Chief
Operating Officer |
|
|
|
|
|
|
Date:
|
2/9/2023 |
|
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