Amended Statement of Ownership (sc 13g/a)
September 10 2020 - 12:01PM
Edgar (US Regulatory)
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UNITED
STATES
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OMB APPROVAL
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SECURITIES AND EXCHANGE
COMMISSION
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OMB Number:
3235-0145
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Washington, D.C.
20549
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Expires: February 28,
2009
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Estimated average
burden
hours per response. . . . . . . .10.4
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SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. 5)*
American Airlines Group
Inc.
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
(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
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Rule
13d-1(b)
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o
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Rule
13d-1(c)
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o
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Rule
13d-1(d)
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*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 the disclosures provided in a prior cover
page.
The information
required in 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).
Persons who 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 1745
(3-06)
CUSIP
No. 02376R102
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1.
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Names of Reporting
Persons. I.R.S.
Identification Nos. of above persons (entities only).
PRIMECAP Management Company 95-3868081
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2.
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Check the Appropriate
Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
177 E. Colorado Blvd., 11th Floor, Pasadena, CA 91105
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Number of
Shares
Beneficially by
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting
Power
49,474,986
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6.
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Shared Voting
Power
0
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7.
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Sole Dispositive
Power
50,519,056
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8.
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Shared Dispositive
Power
0
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
50,519,056
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See
Instructions) o
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11.
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Percent of Class
Represented by Amount in Row (9)
9.93%
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12.
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Type of Reporting
Person (See Instructions)
IA
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2
Item
1.
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(a)
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Name of Issuer
American Airlines Group Inc.
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(b)
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Address of Issuer’s
Principal Executive Offices
1 Skyview Drive, Fort Worth, TX 76155
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Item
2.
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(a)
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Name of Person
Filing
PRIMECAP Management Company
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(b)
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Address of Principal
Business Office or, if none, Residence
177 E. Colorado Blvd., 11th Floor, Pasadena, CA 91105
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(c)
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Citizenship
U.S.A.
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(d)
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Title of Class of
Securities
Common
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(e)
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CUSIP Number
02376R102
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Item
3.
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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:
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(a)
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o
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Broker or dealer registered under section
15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
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Investment company registered under
section 8 of the Investment Company Act of 1940 (15 U.S.C
80a-8).
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(e)
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x
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An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment
fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control
person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings associations as defined in
Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
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(i)
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o
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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);
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(j)
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o
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Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
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3
Item
4.
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Ownership.
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Provide the
following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item
1.
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(a)
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Amount beneficially
owned:
50,519,056.
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(b)
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Percent of
class:
9.93%.
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(c)
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Number of shares as to which the person
has:
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(i)
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Sole power to vote or to direct the
vote
49,474,986.
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(ii)
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Shared power to vote or to direct the
vote
0.
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(iii)
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Sole power to dispose or to direct the
disposition of
50,519,056.
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(iv)
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Shared power to dispose or to direct the
disposition of
0.
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Instruction. For
computations regarding securities which represent a right to
acquire an underlying security see
§240.13d-3(d)(1).
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Item
5.
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Ownership of Five Percent or
Less of a Class
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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 o.
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Instruction:
Dissolution of a group
requires a response to this item.
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Item
6.
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Ownership of More than Five
Percent on Behalf of Another Person.
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If any other
person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than
five percent of the class, such person should be identified. A
listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of
employee benefit plan, pension fund or endowment fund is not
required.
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Item
7.
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Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company
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If a parent
holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit
stating the identification of the relevant subsidiary.
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Item
8.
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Identification and
Classification of Members of the Group
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If a group has
filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity
and Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d),
attach an exhibit stating the identity of each member of the
group.
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Item
9.
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Notice
of Dissolution of Group
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Notice of
dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if
required, by members of the group, in their individual capacity.
See Item 5.
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4
Item
10.
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Certification
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(a) The following
certification shall be included if the statement is filed pursuant
to §240.13d-1(b):
By signing below I
certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the
ordinary course of business and 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.
(b) The following
certification shall be included if the statement is filed pursuant
to §240.13d-1(c):
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.
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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.
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September 8,
2020
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Date
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/s/ Jennifer Ottosen
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Signature
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Jennifer Ottosen, CCO
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Name/Title
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The original
statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner
of the filing person, evidence of the representative’s authority to
sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his
signature.
NOTE: Schedules filed in paper format shall
include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties for
whom copies are to be sent.
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ATTENTION:
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Intentional misstatements or
omissions of fact constitute Federal Criminal Violations (See 18
U.S.C. 1001)
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5
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