SC 13G/A 1 a20-7518_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 16 )*

 

STMicroelectronics N.V.

(Name of Issuer)

Common Shares, nominal value €1.04 per share

(Title of Class of Securities)

861012102

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

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 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).

 

 

 

 

1

Name of Reporting Person
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

STMicroelectronics Holding N.V.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
The Netherlands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

 

6

Shared Voting Power
250,704,754

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
250,704,754

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
250,704,754

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

 

 

11

Percent of Class Represented by Amount in Row 9
28.1%

 

 

12

Type of Reporting Person
HC

 

2

 

 

1

Name of Reporting Person
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Bpifrance Participations S.A.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
France

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

 

6

Shared Voting Power
250,704,754

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
250,704,754

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
250,704,754

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

 

 

11

Percent of Class Represented by Amount in Row 9
28.1%

 

 

12

Type of Reporting Person
CO

 

3

 

 

1

Name of Reporting Person
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Ministero dell’Economia e delle Finanze

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Italy

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

 

6

Shared Voting Power
250,704,754

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
250,704,754

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
250,704,754

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

 

 

11

Percent of Class Represented by Amount in Row 9
28.1%

 

 

12

Type of Reporting Person
CO

 

4

 

Item 1(a).

Name of Issuer:
STMicroelectronics N.V. (the “Company”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:
WTC Schiphol Airport

Schiphol Boulevard 265

1118 BH Schiphol

The Netherlands

 

Item 2(a).

Name of Persons Filing:

(i)                                     STMicroelectronics Holding N.V. (“ST Holding”)

(ii)                                  Bpifrance Participations S.A. (“Bpifrance”)

(iii)                               Ministero dell’Economia e delle Finanze (“Ministry of the Economy and Finance”)

Item 2(b).

Address of Principal Business Office, or if none, Residence:
(i)                           STMicroelectronics Holding N.V.

Weena 210-212

3012 NJ Rotterdam

The Netherlands

 

(ii)                        Bpifrance Participations S.A.

27-31, avenue du Général Leclerc

94710 Maisons-Alfort Cedex

France

 

(iii)                     Ministero dell’Economia e delle Finanze

via XX Settembre, 97

00187 Rome

Italy

 

5

 

Item 2(c).

Citizenship:
(i)                           The Netherlands

 

(ii)                        France

 

(iii)                     Italy

Item 2(d).

Title of Class of Securities:
Common Shares, nominal value €1.04 per Share

Item 2(e).

CUSIP Number:
861012102

 

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:

Item 3 is not applicable.

 

 

Item 4(a).

Amount beneficially owned: 250,704,754 common shares held of record by ST Holding on the Company’s share registry.

ST Holding is jointly controlled by Bpifrance and the Ministry of the Economy and Finance (see Exhibit 1 attached hereto).

Item 4(b).

Percent of class:

Ownership is stated as of December 31, 2019 and the ownership percentages are based on 891,434,489 shares outstanding as of December 31, 2019, as disclosed by STMicroelectronics N.V. in its Form 6-K filed on January 24, 2020.

Item 4(c).

Number of shares as to which such person has:

Please see Items 5, 6, 7, 8, 9 and 11 of each cover sheet for each filing entity.

 

Item 5.

Ownership of Five Percent or Less of a Class:

 

Item 5 is not applicable.

 

6

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

 

Item 6 is not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

 

Item 7 is not applicable.

 

Item 8.

Identification and Classification of Members of a Group:

 

For the identity of each member of the Group and a description of the relevant shareholders’ agreement, see Exhibit 1 attached hereto.  See also Item 4 above.

 

Item 9.

Notice of Dissolution of Group:

 

Item 9 is not applicable.

 

Item 10.

Certification:

 

Item 10 is not applicable.

 

7

 

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: February 11, 2020

STMicroelectronics Holding N.V.

 

 

 

 

 

By:

/s/ Gabriele Pagnotta

 

Name:

Gabriele Pagnotta

 

Title:

Managing Director

 

 

 

 

 

By:

/s/ Charlotte Fadlallah

 

Name:

Charlotte Fadlallah

 

Title:

Managing Director

 

 

 

 

 

Ministero dell’Economia e delle Finanze

 

 

 

 

 

By:

/s/ Antonino Turicchi

 

Name:

Antonino Turicchi

 

Title:

Director of Shareholdings and Privatizations

 

 

 

 

 

Bpifrance Participations S.A.

 

 

 

 

 

By:

/s/ Sophie Paquin

 

Name:

Sophie Paquin

 

Title:

Director of Legal Affairs

 

8