SC 13G/A 1 mediobanca.txt ANNUAL SCHEDULE 13G AMENDMENT SECURITIES EXCHANGE COMMISSION Washington, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No. 2) MEDIOBANCA-Banca di Credito Finanziario S.p.A. (Name of Issuer) Common Stock (Title of Class of Securities) Date of Event Which Requires Filing of this Statement December 31, 2008 Check the appropriate box to designate the rule pursuant to which this Schedule is filed [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) 001200879 (CUSIP NUMBER) 1) Name of Reporting Person: UniCredit S.p.A. IRS Identification 000000000 No. of Above 2) Check the Appropriate Box (a) of A Member of Group (See Instructions) (b) 3) SEC Use Only 4) Citizenship of Place of Organization Italy Number of (5)Sole Voting Shares Power 72,085,218 Beneficially Owned [See Item 4 below.] by Each Reporting Person With (6)Shared Voting Power 0 (7)Sole Disposi- tive Power 72,085,218 [See Item 4 below.] (8)Shared Disposi- tive Power 0 9) Aggregate Amount Beneficially 72,085,218 Owned by Each [See Item 4 below.] Reporting Person 10) Check if the aggregate Amount in Row (9) Exclude Certain Shares (See Instructions) 11) Percent of Class Represented By Amount in Row 9. 8.8% 12) Type of Reporting Person (See Instructions) HC Item 1(a) Name of Issuer. MEDIOBANCA-Banca di Credito Finanziario S.p.A. Item 1(b) Address of Issuer's Principal Executive Offices: PIAZETTA ENRICO CUCCIA 1 20121 MILAN, ITALY Item 2(a) Name of Person Filing: UniCredit S.p.A. Item 2(b) Address of Principal Business Office: Piazza Cordusio 2 20123 Milan, Italy Item 2(c) Citizenship: Italy Item 2(d) Title of Class of Securities: Common Stock Item 2(e) Cusip Number: 001200879 Item 3 The person filing this statement pursuant to Rule 13d-1(b) or 13d-2(b) is: (Inapplicable) Item 4. Ownership. (a) Amount Beneficially Owned: 72,085,218** (b) Percent of Class: 8.8% (c) Number of shares as to which such person has (i) sole power to vote or to direct the vote 72,085,218** (ii) shared power to vote or to direct vote 0 (iii) sole power to dispose or to direct disposition of 72,085,218** (iv) shared power to dispose or to direct disposition 0 **Shares reported on this Schedule 13G (the Shares)are owned by Funds (unregistered entities) that are advised by Banco di Sicilia, Pioneer Investment Management Limited (PIML), Pioneer Investment Management SGR MILAN AR (PIM SGR MILAN AR), Pioneer Investment Management SGR TORINO - SIAM (PIM SGR TORINO-SIAM), UniCredit Banca, UniCredit Banca di Roma S.P.A, UniCredit Private Banking or UniCredit S.p.A. (together; the Investment Advisory Businesses). The Shares include (i) 70,982,659 shares (approximately 8.7% of the Issuer's outstanding shares) owned by Funds advised by UniCredit S.p.A., (ii) 711,336 shares(less than 1% of the Issuer's outstanding shares)owned by Funds advised by PIML, (iii) 168,100 shares (less than 1% of the Issuer's outstanding shares) owned by Funds advised by PIM SGR MILAN AR, (iv) 102,446 shares (less than 1% of the Issuer's outstanding shares) owned by Funds advised by Banco di Sicilia, (v) 97,920 shares (less than 1% of the Issuer's outstanding shares) owned by Funds advised by UniCredit Banca, (vi) 11,205 shares (less than 1% of the Issuer's outstanding shares) owned by Funds advised by UniCredit Banca di Roma S.p.A., (vii) 5,952 shares (less than 1% of the Issuer's outstanding shares) owned by Funds advised by PIM SGR TORINO - SIAM, and (viii)5,600 shares (less than 1% of the Issuer's outstanding shares) owned by Funds advised by UniCredit Private Banking. The Investment Advisory Businesses are indirect subsidiaries of the Reporting Person. In their role as investment manager or adviser to the Funds, the Investment Advisory Businesses possess investment and/or voting control over the Shares. The Reporting Person disclaims beneficial ownership of the Shares. The filing of this Schedule 13G shall not be construed as an admission that the Reporting Person or any of its subsidiaries are the beneficial owner of the Shares for any other purposes than Section 13(d) of the Securities Exchange Act of 1934. Item 5. Ownership of Five Percent or Less of a Class. 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 here: Item 6. Ownership of More than Five Percent on Behalf of Another Person. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock of MEDIOBANCA - Banca di Credito Finanziario S.p.A... The Interest of one person, UniCredit S.p.A., in the Common Stock of MEDIOBANCA - Banca di Credito Finanziario S.p.A., amounted to 70,982,659 shares or 8.7% of the total outstanding Common Stock at December 31, 2008. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported On By the Parent Holding Company. Inapplicable. Item 8. Identification and Classification of Members of the Group. Inapplicable. Item 9. Notice of Dissolution of the Group. Inapplicable. Item 10. Certification. 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. 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. Date February 11, 2009 /s/Dario Frigerio Name: Dario Frigerio Title: Head of Asset Management Division /s/Paolo Fiorentino Name: Paolo Fiorentino Title: Head of Global Banking Services Division