0001193125-16-585236.txt : 20160510 0001193125-16-585236.hdr.sgml : 20160510 20160510125306 ACCESSION NUMBER: 0001193125-16-585236 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160510 DATE AS OF CHANGE: 20160510 GROUP MEMBERS: SOCIETE D'INVESTISSEMENTS ET DE GESTION 108- SIG 108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELECOM ITALIA S P A CENTRAL INDEX KEY: 0000948642 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 STATE OF INCORPORATION: L6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61827 FILM NUMBER: 161634742 BUSINESS ADDRESS: STREET 1: VIA GAETANO NEGRI 1 CITY: 20123 MILAN STATE: L6 ZIP: L6 BUSINESS PHONE: 0039-02-8595-1 MAIL ADDRESS: STREET 1: VIA GAETANO NEGRI 1 CITY: 20123 MILAN STATE: L6 ZIP: L6 FORMER COMPANY: FORMER CONFORMED NAME: STET SOCIETA FINANZIARIA TELEFONICA PA DATE OF NAME CHANGE: 19950727 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VIVENDI CENTRAL INDEX KEY: 0001127055 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 42 AVENUE DE FRIEDLAND CITY: PARIS STATE: I0 ZIP: 75008 BUSINESS PHONE: 01133171711001 MAIL ADDRESS: STREET 1: 42 AVENUE DE FRIEDLAND CITY: PARIS STATE: I0 ZIP: 75008 FORMER COMPANY: FORMER CONFORMED NAME: VIVENDI UNIVERSAL DATE OF NAME CHANGE: 20001025 SC 13D/A 1 d192341dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

 

 

Telecom Italia S.p.A.

(Name of Issuer)

Ordinary Shares with no nominal value

(Title of Class of Securities)

87927W10

(CUSIP Number)

George E. Bushnell III, Esq.

Senior Vice President and Deputy General Counsel

Vivendi S.A

1755 Broadway

New York, New York 10019

Telecopy: (212) 445-3812

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

April 27, 2016

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ¨

 

 

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 to whom copies are to be sent.

 

 

 

* 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).

 

 

 

  1.   

Names of Reporting Person.

I.R.S. Identification Nos. of above persons (entities only)

 

Vivendi S.A.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC, AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

France

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

2,221,478,030

     8.   

Shared Voting Power

 

1,110,000,000

     9.   

Sole Dispositive Power

 

2,221,478,030

   10.   

Shared Dispositive Power

 

1,110,000,000

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,331,478,030

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

24.68%

14.  

Type of Reporting Person (See Instructions)

 

HC

 

  1.   

Names of Reporting Person.

I.R.S. Identification Nos. of above persons (entities only)

 

Societe D’Investissements et de Gestion 108- SIG 108

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC, AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

France

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

1,110,000,000

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

1,110,000,000

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,331,478,030

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

24.68%

14.  

Type of Reporting Person (See Instructions)

 

CO

 

This Amendment No. 8 (this “Amendment”) amends and supplements the Schedule 13D filed on July 1, 2015 (the “Original Filing”), as amended by Amendment No. 1 filed on October 5, 2015 (“Amendment No. 1”), Amendment No. 2 filed on October 23, 2015 (“Amendment No. 2”), Amendment No. 3 filed on December 17, 2015 (“Amendment No. 3”), Amendment No. 4 filed on January 20, 2016 (“Amendment No. 4), Amendment No. 5 filed on February 19, 2016 (“Amendment No. 5”) , Amendment No. 6 filed on March 1, 2016 (“Amendment No. 6”), and Amendment No. 7 filed on March 11, 2016 (“Amendment No. 7”, and together with the Original Filing and Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, and Amendment No. 6, the “Schedule 13D”) by the Filing Persons relating to the ordinary shares, without nominal value (the “Shares”), of Telecom Italia S.p.A., a company formed under the laws of the Republic of Italy (the “Issuer” or the “Company”). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, supplemented, restated or superseded by information contained in this Amendment. Each capitalized term used herein but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D.

Item 4 of the Schedule 13D, is hereby amended and supplemented to reflect the following:

On April 27, 2016, Arnaud de Puyfontaine, Chairman of Vivendi’s Management Board, was appointed as Deputy Chairman of the Issuer’s Board of Directors.

Item 5 of the Schedule 13D is hereby amended as follows:

 

(a) As of the date of this Statement, the Filing Persons beneficially owned in the aggregate 3,331,478,030 Shares, constituting 24.68% of the outstanding Shares. The percentage of Shares owned is based upon 13,499,911,771, as reported by the Issuer on March 24, 2016.

 

(b) The number of Shares as to which there is sole power to vote or direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition for the Filing Persons is set forth on the cover page in items 7 through 10.

 

(c) On March 24, 2016, Vivendi sold 30 million ordinary shares of the Issuer.

 

(d) Not applicable

 

(e) Not applicable

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that this information set forth in this statement is true, complete and correct.

Dated: May 10, 2016

 

VIVENDI S.A.
By:  

/s/ George E. Bushnell III

  Name: George E. Bushnell III
  Title:   Executive Vice President
              & Deputy General Counsel
SOCIETE D’INVESTISSEMENTS ET DE GESTION 108 – SIG 108
By:  

/s/ Frédéric Crépin

  Name: Frédéric Crépin
  Title:   President