UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

Amendment No. 7

Banco de Chile

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(Name of Issuer)

Common stock without nominal (par) value

Title of Class of Securities

059504100

(CUSIP Number)

Luis Fernando Antúnez Bories

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 29, 2014

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(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), 13d-1(f) or 13d-1(g), check the following box. o

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¹ Mr. Guillermo Luksic Craig passed away on March 27, 2013.  Following his passing, his individual holdings of common stock became part of his estate, which is currently the subject of ordinary course proceedings to finalize its distribution.  The executor of the estate does not have the ability to direct the voting or disposition of such shares of common stock.

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LQ Inversiones Financieras S.A. ("LQIF"), Quiñenco S.A. ("Quiñenco"), Luksburg Foundation, Lanzville Investments Establishment, Dolberg Finance Corporation Establishment, Geotech Establishment, Andsberg Ltd., Andsberg Inversiones Ltd., Andsberg Inversiones Ltda., Ruana Copper Corporation Establishment, Compañía de Inversiones Adriático S.A., Guillermo Luksic Craig², Nicolás Luksic Puga, Isidora Luksic Prieto, Mara Luksic Prieto, Elisa Luksic Prieto, Inmobiliaria e Inversiones Río Claro S.A., Andrónico Luksic Craig, Patricia Lederer Tcherniak, Inversiones Consolidadas Ltda., Inversiones Salta S.A., Inversiones Alaska Ltda., Andrónico Luksic Lederer, Davor Luksic Lederer, Max Luksic Lederer, Dax Luksic Lederer, Fernanda Luksic Lederer, Antonia Luksic Puga, Inversiones Río Claro Ltda., Inversiones Orengo S.A., and Ruana Copper AG Agencia Chile (the "Reporting Persons" or the "Group") hereby file this Amendment No. 7 (this "Amendment No. 7") to amend and supplement the Schedule 13D for the Group, dated January 11, 2002, as further amended and supplemented on January 17, 2003, April 19, 2005, March 21, 2006, December 1, 2008, August 6, 2010 and June 28, 2012 (the "Schedule 13D"), filed in respect to the common stock without nominal (par) value (the "Common Shares") of Banco de Chile, an open stock banking corporation (sociedad anónima bancaria abierta) organized under the laws of the Republic of Chile.

This Amendment No. 7 is being filed on behalf of the Reporting Persons for the purpose of reporting certain changes to the number of shares of Banco de Chile beneficially owned by the Reporting Persons. Except as otherwise set forth herein, this Amendment No. 7 does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D.  All capitalized terms used, but not defined, in this Amendment No. 7 are defined in the Schedule 13D. 

Item 2. Identity and Background.

Item 2 of Schedule 13D is hereby amended to add the following persons:

(a) – (c), (f) This statement is being filed by the following persons:

Isidora Luksic Prieto, a Chilean citizen, resides in Chile and has her principal business address at Enrique Foster Sur 20, Floor 21, Santiago, Chile. Ms. Isidora Luksic Prieto is a member of the Quinenco Group.

Mara Luksic Prieto, a Chilean citizen, resides in Chile and has her principal business address at Enrique Foster Sur 20, Floor 21, Santiago, Chile. Ms. Mara Luksic Prieto is a minor and is a member of the Quinenco Group.

Elisa Luksic Prieto, a Chilean citizen, resides in Chile and has her principal business address at Enrique Foster Sur 20, Floor 21, Santiago, Chile. Ms. Elisa Luksic Prieto is a minor and is a member of the Quinenco Group.

² Mr. Guillermo Luksic Craig passed away on March 27, 2013.  Following his passing, his individual holdings of common stock became part of his estate, which is currently the subject of ordinary course proceedings to finalize its distribution.  The executor of the estate does not have the ability to direct the voting or disposition of such shares of common stock.

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Inversiones Alaska Ltda., a limited liability company organized under the laws of Chile, is a subsidiary of Inversiones Consolidadas Ltda., and its main purpose is to hold shares of Quiñenco S.A. Inversiones Alaska Ltda.'s principal business address is at Enrique Foster Sur 20, 18^th Floor, Las Condes, Santiago, Chile. Inversiones Alaska Ltda. is a member of the Quinenco Group.

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

Item 3 of the Schedule 13D is hereby supplemented as follows:

As described in Item 4 below, for its pro rata subscription of shares in the 2012 Preemptive Rights Offering, LQIF procured funds through a bridge loan entered into with Banco del Estado de Chile in the amount of approximately Ch$100,000,000,000.  This bridge loan was later repaid with the dividend distributed to LQIF by Banco de Chile. The 2013 Stock Dividend and 2014 Stock Dividend increased the number of Banco de Chile Common Shares beneficially owned by the Reporting Persons. No funds were used to acquire the Banco de Chile Common Shares distributed pursuant to the 2013 Stock Dividend or the 2014 Stock Dividend.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented as follows:

On October 17, 2012, shareholders of Banco de Chile approved the issuance and sale of 3,939,489,442 new Banco de Chile series-T shares through a preemptive rights offering in order to raise capital for Banco de Chile (the "2012 Preemptive Rights Offering"). Pursuant to the terms of the 2012 Preemptive Rights Offering, and in accordance with Chilean law, shareholders of Banco de Chile were entitled to subscribe to a specified number of newly issued shares sold at a fixed price per share. Banco de Chile series-T shares had the same rights as Banco de Chile ordinary shares, except that the holders of Banco de Chile series-T shares do not receive dividends or fully paid-in shares with respect to Banco de Chile's net distributable earnings for fiscal year 2012.  Once any dividends or fully paid-in shares are distributed, the Banco de Chile series-T shares automatically convert to Banco de Chile ordinary shares. Additional newly issued shares were sold by public auction. The 2012 Preemptive Rights Offering commenced on December 5, 2012 and concluded on March 25, 2013. Banco de Chile successfully sold all newly issued and available shares pursuant to the Preemptive Rights Offering. LQIF subscribed its pro-rata number of shares in the ordinary preemptive rights offering period, but did not subscribe the shares it was entitled to through its indirect shareholding in SAOS in the special rights offering period, nor did it participate in the subsequent public auction.

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On January 29, 2013, LQIF sold 98,741,675 Banco de Chile series-T shares to Quiñenco at a price of Ch$64 per share.

On March 21, 2013, shareholders of Banco de Chile agreed to capitalize thirty percent (30%) of Banco de Chile's distributable net income for the fiscal year ended December 31, 2012. In connection with such capitalization, the shareholders approved a stock dividend, to be effected by the issuance and distribution to shareholders of fully paid-in Banco de Chile Common Shares, without nominal (par) value, at a rate of 0.02034331347 fully paid-in Banco de Chile Common Shares for each share already held (the "2013 Stock Dividend"). The 2013 Stock Dividend was distributed to shareholders of Banco de Chile on May 30, 2013 (except that (x) the Chilean Central Bank elected, as it is permitted to do under the terms by which SAOS was formed, to require Banco de Chile to pay the pro rata portion of such stock dividend due to SAOS in cash, instead of in newly issued shares, and (y) the dividends allocated to SM-Chile were distributed directly to certain of the shareholders of SM-Chile, as required under SM-Chile's organizational documents, including LQIF and its affiliate, ILSL).

The 2012 Preemptive Rights Offering, the transaction of January 29, 2013, and the 2013 Stock Dividend,  increased the number of Banco de Chile Common Shares the Reporting Persons beneficially owned in the aggregate, as members of a group, from 52,292,319,960 as last reported in the Schedule 13D in June 2012 to 54,589,575,067 as of June 30, 2013.

Effective January 9, 2014, Quiñenco, Citigroup Inc. ("Citigroup") and Citibank Overseas Investment Corporation entered into an amendment to the Master Joint Venture Agreement dated July 19, 2007 (the "Framework Agreement"), and an amendment to the Shareholders Agreement among Quiñenco, Citigroup Chile S.A. and other shareholders of LQIF dated December 27, 2007 (the "Shareholders Agreement") (collectively, the "Amendments"), to, among other things, reduce LQIF's minimum shareholding in Banco de Chile (direct and indirect) from 58.33% to 51.00%. Prior to the Amendments, Citigroup had the right to appoint five of the permanent members of the board of directors of Banco de Chile, provided that the number of directors Citigroup had the right to appoint was reduced by the number of directors appointed by minority shareholders (subject to a minimum of one permanent director appointed by Citigroup). Pursuant to the Amendments, Citigroup maintains its right to appoint five of the permanent members of the board of directors of Banco de Chile, except that in the event the minority shareholders of Banco de Chile appoint five permanent directors and thus no person proposed by Citigroup can be appointed as a permanent director, then Citigroup shall have the right to appoint two alternate directors.  Copies of English language translations of the Amendments were filed as exhibits to Banco de Chile's Current Report on Form 6-K furnished to the Securities and Exchange Commission on January 14, 2014, and are incorporated by reference in this statement on Schedule 13D.

On January 29, 2014, LQIF carried out a secondary offering of 6,700,000,000 Banco de Chile shares, equivalent to a 7.2% stake in Banco de Chile, in the local Chilean market and in the United States of America through its American Depositary Shares program.  The shares were placed at a price of Ch$67 per share. This transaction's main objective, as announced by LQIF, formed part of LQIF's constant search for ways to increase the liquidity of the Banco de Chile shares, particularly among foreign investors. This transaction decreased the number of Banco de Chile Common Shares the Reporting Persons beneficially owned in the aggregate, as members of a group, from 54,589,575,067 as of June 30, 2013 to 47,889,575,067 as of January 30, 2014.

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On March 27, 2014, shareholders of Banco de Chile agreed to capitalize thirty percent (30%) of Banco de Chile's distributable net income for the fiscal year ended December 31, 2013. In connection with such capitalization, the shareholders approved a stock dividend, to be effected by the issuance and distribution to shareholders of fully paid-in Banco de Chile Common Shares, without nominal (par) value, at a rate of 0.02312513083 fully paid-in Banco de Chile Common Shares for each share already held (the "2014 Stock Dividend"). The 2014 Stock Dividend was distributed to shareholders of Banco de Chile on July 10, 2014 (except that (x) the Chilean Central Bank elected, as it is permitted to do under the terms by which SAOS was formed, to require Banco de Chile to pay the pro rata portion of such stock dividend due to SAOS in cash, instead of in newly issued shares, and (y) the dividends allocated to SM-Chile were distributed directly to certain of the shareholders of SM-Chile, as required under SM-Chile's organizational documents, including LQIF and its affiliate, ILSL). The 2014 Stock Dividend increased the number of Banco de Chile Common Shares the Reporting Persons beneficially owned in the aggregate, as members of a group, from 47,889,575,067 as of January 30, 2014 to 48,597,883,165 as of July 10, 2014.

The percentage of Banco de Chile Common Shares beneficially owned by the Reporting Persons, in the aggregate, as members of a group, decreased from 59.40% as of June 28, 2012 to 51.34% as of the date of this filing (based on 94,655,367,544 outstanding Banco de Chile Common Shares).

Item 5. Interests in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)-(b) See pages 2-32 of this Amendment No. 7 to the Schedule 13D for the aggregate number and percentage of Common Shares beneficially owned by each Reporting Person, the number of Common Shares as to which there is sole or shared power to vote, or to direct the vote, and sole or shared power to dispose or to direct the disposition.

(c) Item 4 of this statement on Schedule 13D is incorporated herein by reference.

(d)-(e). Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of Schedule 13D is hereby supplemented as follows:

Effective January 9, 2014, Quiñenco, Citigroup and Citibank Overseas Investment Corporation entered into an amendment to the Framework Agreement, and an amendment to the Shareholders Agreement, to, among other things, reduce LQIF's minimum shareholding in Banco de Chile (direct and indirect) from 58.33% to 51.00%. Prior to the Amendments, Citigroup had the right to appoint five of the permanent members of the board of directors of Banco de Chile, provided that the number of directors Citigroup had the right to appoint was reduced by the number of directors appointed by minority shareholders (subject to a minimum of one permanent director appointed by Citigroup). Pursuant to the Amendments, Citigroup maintains its right to appoint five of the permanent members of the board of directors of Banco de Chile, except that in the event the minority shareholders of Banco de Chile appoint five permanent directors and thus no person proposed by Citigroup can be appointed as a permanent director, then Citigroup shall have the right to appoint two alternate directors.  Copies of English language translations of the Amendments were filed as exhibits to Banco de Chile's Current Report on Form 6-K furnished to the Securities and Exchange Commission on January 14, 2014, and are incorporated by reference in this statement on Schedule 13D.

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Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The following are filed with this statement:

1.

Joint Filing Agreements from each of Luksburg Foundation, Lanzville Investments Establishment, Dolberg Finance Corporation Establishment, Geotech Establishment, Andsberg Ltd., Andsberg Inversiones Ltd., Andsberg Inversiones Ltda., Ruana Copper Corporation Establishment, Compañía de Inversiones Adriático S.A., Guillermo Luksic Craig, Nicolás Luksic Puga, Inmobiliaria e Inversiones Río Claro S.A., Andrónico Luksic Craig, Patricia Lederer Tcherniak, Inversiones Consolidadas S.A., Inversiones Salta S.A., Andrónico Luksic Lederer, Davor Luksic Lederer, Max Luksic Lederer and Dax Luksic Lederer; and

Powers of Attorney from each of Lanzville Investments Establishment, Dolberg Finance Corporation Establishment, Geotech Establishment, Andsberg Ltd., Andsberg Inversiones Ltd., Andsberg Inversiones Ltda., Ruana Copper Corporation Establishment and Compañía de Inversiones Adriático S.A.*

2.	Merger Agreement between Banco de Chile and Banco de A. Edwards, dated as of October 3, 2001 (together with an English translation thereof)*

3.	Agreement, dated December 20, 2000, among Agricola El Peñón S.A., LQ Inversiones Financieras S.A., Quiñenco S.A. and Banco del Estado de Chile

(a) Spanish language version*

(b) English translation*

4.	Agreement, dated December 20, 2000, among Inversiones Ranquil S.A., LQ Inversiones Financieras S.A., Quiñenco S.A. and Banco del Estado de Chile

(a) Spanish language version*

(b) English translation*

5.	Agreement, dated December 20, 2000, among Inmobiliaria e Inversiones Hidroindustriales S.A., LQ Inversiones Financieras S.A., Quiñenco S.A. and Banco del Estado de Chile

(a) Spanish language version*

(b) English translation*

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6.	Agreement, dated December 20, 2000, among VTR S.A., LQ Inversiones Financieras S.A., Quiñenco S.A. and Banco del Estado de Chile

(a) Spanish language version*

(b) English translation*

7.	Agreement, dated December 20, 2000, among Inversiones y Bosques S.A., Quiñenco S.A., LQ Inversiones Financieras S.A., Inversiones Río Grande S.A. and Banco del Estado de Chile

(a) Spanish language version*

(b) English translation*

8.	Loan Agreement, dated December 26, 2001, between LQ Inversiones Financieras S.A. and BBVA Banco BHIF

(a) Spanish language version*

(b) English translation*

9.	Loan, Pledge of Shares and Guaranty Agreement with Joint and Several Liability, dated December 15, 2000, between LQ Inversiones Financieras S.A. and Banco Santiago

(a) Spanish language version*

(b) English translation*

10.	Share Purchase Agreement, dated March 27, 2001, between Empresas Penta S.A. and other seller/lenders and LQ Inversiones Financieras S.A. and other buyer/borrowers

(a) Spanish language version*

(b) English translation*

11.	Share Purchase Agreement, dated March 27, 2001, between Sociedad de Inversiones y Rentas Megeve Limitada and other seller/lenders and LQ Inversiones Financieras S.A. and other buyer/borrowers

(a) Spanish language version*

(b) English translation*

12.	Share Purchase Agreement, dated March 27, 2001, between Sociedad Comercial y Editorial Santiago Limitada and other seller/lenders and LQ Inversiones Financieras S.A. and other buyer/borrowers

(a) Spanish language version*

(b) English translation*

13.	Share Purchase Agreement, dated March 27, 2001, between Consorcio Financiero S.A. and other seller/lenders and LQ Inversiones Financieras S.A. and other buyer/borrowers

(a) Spanish language version*

(b) English translation*

14.	Share Purchase Agreement, dated March 27, 2001, between Inversiones Las Arenas Sociedad Anonima and other seller/lenders and LQ Inversiones Financieras S.A. and other buyer/borrowers

(a) Spanish language version*

(b) English translation*

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15.	Pledge Agreement, dated January 9, 2002, between LQ Inversiones Financieras S.A. and Deutsche Bank AG Cayman Islands Branch

(a) Spanish language version*

(b) English translation*

16.	Note Amendment, dated April 23, 2002, among Agricola El Peñón S.A., LQ Inversiones Financieras S.A., Quiñenco S.A. and Banco del Estado de Chile

(a) Spanish language version**

(b) English summary***

17.	First Amendment and Waiver to Senior Secured Credit Agreement, dated May 22, 2002, between LQ Inversiones Financieras S.A. and Deutsche Bank AG Cayman Islands Branch*

18.

English language translation of Master Joint Venture Agreement by and among Citigroup, COIC and Quiñenco, dated July 19, 2007, incorporated by reference to Exhibit 3.1 to Banco de Chile's 2007 Annual Report on Form 20-F filed with the Securities and Exchange Commission on June 27, 2008 (the "2007 20-F")*

19.	English language translation of Merger Agreement by and between Banco de Chile and Citibank Chile, dated December 26, 2007, incorporated by reference to Exhibit 4.1 to the 2007 20-F*

20.	English language translation of Shareholders Agreement by and among Quiñenco, Citigroup Chile S.A. and certain of Quiñenco's subsidiaries, dated December 27, 2007, incorporated by reference to Exhibit 3.2 to the 2007 20-F*

21.	English language translation of Global Connectivity Agreement by and between Citigroup and Banco de Chile, dated December 27, 2007, incorporated by reference to Exhibit 4.3 to the 2007 20-F*

22.	English language translation of Cooperation Agreement by and between Citigroup and Banco de Chile, dated December 27, 2007, incorporated by reference to Exhibit 4.2 to the 2007 20-F*

23.	Joint Filing Agreements from each of Fernanda Luksic Lederer, Antonia Luksic Puga, Inversiones Río Claro Ltda., Inversiones Orengo S.A., and Ruana Copper AG Agencia Chile; and

Powers of Attorney from each of Andsberg Ltd., Andsberg Inversiones Ltd., Guillermo Luksic Craig, Nicolás Luksic Puga, Antonia Luksic Puga, Inmobiliaria e Inversiones Río Claro S.A., Inversiones Río Claro Ltda., Fernanda Luksic Lederer, Inversiones Orengo S.A.*

24.	Joint Filing Agreements from each of Isidora Luksic Prieto, Mara Luksic Prieto, Elisa Luksic Prieto, and Inversiones Alaska Ltda.; and

Powers of Attorney from each of  Isidora Luksic Prieto, Mara Luksic Prieto, Elisa Luksic Prieto, and Inversiones Alaska Ltda.

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25.	Bridge Loan Agreement, dated December 20, 2012, between LQ Inversiones Financieras S.A. and Banco del Estado de Chile (English translation)

26.

Amendment to the Master Joint Venture Agreement between Quiñenco S.A., Citigroup Inc. and Citibank Overseas Investment Corporation, dated January 9, 2014 (English translation), incorporated by reference to Exhibit 1 to Banco de Chile's Current Report on Form 6-K furnished to the Securities and Exchange Commission on January 14, 2014

27.

Amendment to the Shareholders Agreement between Quiñenco S.A., Citigroup Chile S.A. and the minority shareholders of LQ Inversiones Financieras, dated January 9, 2014 (English translation) incorporated by reference to Exhibit 2 to Banco de Chile's Current Report on Form 6-K furnished to the Securities and Exchange Commission on January 14, 2014

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* Exhibit previously filed

** Pursuant to Rule 12b-31 under the Exchange Act, only one of the five Note Amendments referenced in the second paragraph of Item 6 herein, each dated April 23, 2002, has been previously filed with SEC.  The schedule below sets forth the material details (consisting only of the names of the parties to such Note Amendments) in which the four documents which are not filed hereto differ from Exhibit 16:

Note Amendment among Inversiones Ranquil S.A., LQ Inversiones Financieras S.A., Quiñenco S.A. and Banco del Estado de Chile

Note Amendment among Inmobiliaria e Inversiones Hidroindustriales S.A., LQ Inversiones Financieras S.A., Quiñenco S.A. and Banco del Estado de Chile

Note Amendment among VTR S.A., LQ Inversiones Financieras S.A., Quiñenco S.A. and Banco del Estado de Chile

Note Amendment among Inversiones y Bosques S.A., Quiñenco S.A., LQ Inversiones Financieras S.A., Inversiones Río Grande S.A. and Banco del Estado de Chile

*** Pursuant to Rule 12b-12(d) under the Exchange Act, an English summary has previously been provided.

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Schedule A-1 of the Schedule 13D is hereby amended in its entirety as follows:

Directors:

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Schedule A-2 of the Schedule 13D is hereby amended in its entirety as follows:

Directors and Executive Officers of Quiñenco S.A.

Directors:

 

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Schedule A-3 of the Schedule 13D is hereby amended in its entirety as follows:

Members of the Foundation Council of the Luksburg Foundation

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Schedule A-4 of the Schedule 13D is hereby amended in its entirety as follows:

Directors of Lanzville Investments Establishment

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Schedule A-5 of the Schedule 13D is hereby amended in its entirety as follows:

Directors of Dolberg Finance Corporation Establishment

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Schedule A-6 of the Schedule 13D is hereby amended in its entirety as follows:

Directors of Geotech Establishment

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Schedule A-7 of the Schedule 13D is hereby amended in its entirety as follows:

Directors of Andsberg Limited

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Schedule A-8 of the Schedule 13D is hereby amended in its entirety as follows:

Directors of Andsberg Inversiones Limited

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Schedule A-9 of the Schedule 13D is hereby amended in its entirety as follows:

Authorized Signatories of Andsberg Inversiones Ltda.

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Schedule A-10 of the Schedule 13D is hereby amended in its entirety as follows:

Directors of Ruana Copper Corporation Establishment

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Schedule A-11 of the Schedule 13D is hereby amended in its entirety as follows:

Directors and General Manager of Inmobiliaria e Inversiones Rio Claro S.A.

 

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Schedule A-12 of the Schedule 13D is hereby amended in its entirety as follows:

Directors and General Manager of Inversiones Consolidadas Limitada

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Schedule A-13 of the Schedule 13D is hereby amended in its entirety as follows:

Directors and General Manager of Inversiones Salta S.A.

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Schedule A-14 of the Schedule 13D is hereby amended in its entirety as follows:

Directors and General Manager of Compañía de Inversiones Adriático S.A.

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Schedule A-15 of the Schedule 13D is hereby amended in its entirety as follows:

 

Authorized Signatories of Inversiones Río Claro Ltda.