GRAM Grana y Montero SAA

This Amendment No. 2 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on July 12, 2021 (the “Initial Schedule 13D”) and amended by Amendment No. 1 filed on August 9, 2021 (“Amendment No. 1”) with respect to the Company (the Initial Schedule 13D, as amended by Amendment No. 1, the “Schedule 13D”). Capitalized terms used in this Amendment and not otherwise defined have the same meanings ascribed to them in the Schedule 13D. Unless specifically amended hereby, the disclosure set forth in the Schedule 13D remains unchanged.

The information contained in Item 5 of the Schedule 13D is hereby amended and supplemented to include the following information:

The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Amendment are incorporated herein by reference.

(a) – (b)

The calculation of this percentage is based on an aggregate 871,917,855 Common Shares outstanding as of June 30, 2021, as set forth in the Form 6-K filed by the Company with the SEC on July 26, 2021.

Each Reporting Person may be deemed to share the power to (i) vote or to direct the vote of 295,303,932 Common Shares in the aggregate, representing approximately 33.86% of the outstanding Common Shares as a result of the consummation of the Offers, the arrangements made pursuant to the Amended GH Syndication Agreement, the Amended HG Syndication Agreement, the MA Syndication Agreement and the Trust Agreement (as disclosed in the Initial Schedule 13D) and the transfer of the Additional Shares to the Trust (as more fully described in Item 6 below) and (ii) dispose or direct the disposition of 107,198,601 Common Shares in the aggregate, representing approximately 12.29% of the outstanding Common Shares.

Except as disclosed in the Schedule 13D, none of the Reporting Persons nor, to the best of their knowledge, any of the other persons identified in Item 2, has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Common Shares which it may be deemed to beneficially own.

(c)       

As described in more detail in Item 6 below, on August 12, 2021, an aggregate of 76,159,422 Additional Shares were transferred to the Trust by the Grantors and GH Holding Group, Bamas International Investment Corp. (“Bamas”), Ms. Ruth Julia E Alvarado Pflucker (“RAP”), Ms. Elisa del Carmen Alvarado Pflucker de Roe (“EAP”), Mr. Gonzalo Javier Alvarado Pflucker (“GAP”) and Ms. Claudia María de la Asunción Gutierrez Benavides (“Ms. Benavides”, and together with GH Holding Group, Bamas, RAP, EAP and GAP the “New Grantors”) for no consideration. The information set forth in Item 6 is hereby incorporated by reference.

Except for the foregoing, no other transactions in the Common Shares were effected by the Reporting Persons, nor, to the best of their knowledge, any of the other persons identified in Item 2, during the sixty (60) days prior to the date of this Schedule 13D.

(d)       

Each of the Grantors and the New Grantors is entitled to receive dividends or the proceeds from the sale of the Additional Shares owned by them in accordance with the procedures in Section 6.4 set forth on pages 15 through 18 of the Trust Agreement which is incorporated herein by reference. The distribution of dividends related to, or proceeds from the sale of, the Additional Shares owned by the Grantors and the New Grantors is managed by the Trustee through the collection account associated with the Trust.

To the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds of the sale of, the Additional Shares.

The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented to include the following information:

The number of Additional Shares determined after the application of proration following completion of the Offers is 76,159,422, representing approximately 8.73% of the outstanding Common Shares. In accordance with the terms of the Tender Offer Support Agreement, the Grantors and the New Grantors transferred the Additional Shares to the Trust on August 12, 2021. In connection with such transfer, on August 12, 2021, each of the Grantors, the New Grantors, Purchaser and the Trustee entered into an addendum of adhesion to the Trust Agreement (as amended by the Trust Amendment Agreement), pursuant to which each of the New Grantors became parties to the Trust Agreement (the “Addendum of Adhesion”).

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.

Dated: August 13, 2021

[Signature page to Schedule 13D/A]