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. 21)*

TIM 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)

January 14, 2019

(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)  ☐        (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   3,640,109,990
	8.	Shared Voting Power   0
	9.	Sole Dispositive Power   3,640,109,990
	10.	Shared Dispositive Power   0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person   3,640,109,990
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.	Percent of Class Represented by Amount in Row (11)   23.943%
14.	Type of Reporting Person (See Instructions)   HC

2

This Amendment No. 21 (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”), Amendment No. 7 filed on March 11, 2016 (“Amendment No. 7”), Amendment No. 8 filed on May 10, 2016 (“Amendment No. 8”), Amendment No. 9 filed on May 20, 2016 (“Amendment No, 9”), Amendment No. 10 filed on November 22, 2016 (“Amendment No. 10”), Amendment No. 11 filed on December 6, 2016 (“Amendment No. 11”), Amendment No. 12 filed on December 7, 2016 (“Amendment No. 12”), Amendment No. 13 filed on April 14, 2017 (“Amendment No. 13”), Amendment No. 14 filed on May 10, 2017 (“Amendment No. 14”), Amendment No. 15 filed on June 2, 2015 (“Amendment No, 15”), Amendment No. 16 filed on July 31, 2017 (“Amendment No. 16”), Amendment No. 17 filed on October 2, 2017 (“Amendment No. 17”), Amendment No. 18 filed on March 26, 2018 (“Amendment No. 18”), Amendment No. 19 filed on April 9, 2018 (“Amendment No. 19) and Amendment No. 20 filed on May 8, 2018 (“Amendment N. 20”; and together with the Original Filing and Amendment Nos. 1 through 19, the “Schedule 13D”) by the Filing Person relating to the ordinary shares, without nominal value (the “Shares”), of TIM 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. Purpose of the Transaction

Item 4 is hereby amended and supplemented by the addition of the following:

On December 14, 2018, Vivendi S.A. made a formal request to the Company for the convening of a Shareholders’ Meeting as soon as possible with the following agenda:

• Appointment of the external auditors for the period 2019-2027;

• Revocation of 5 (five) Directors in the persons of Messrs. Fulvio Conti, Alfredo Altavilla, Massimo Ferrari, Dante Roscini and Ms. Paola Giannotti de Ponti; and

• Appointment of 5 (five) Directors in the persons of Mr. Franco Bernabè, Mr. Rob van der Valk, Ms. Flavia Mazzarella, Mr. Gabriele Galateri di Genola and Mr. Francesco Vatalaro, in replacement of the revoked directors pursuant to the previous item on the agenda.

On January 14, 2019, the Company announced that a Shareholders’ Meeting would be held on March 29, 2019, to, among others, review the Company’s financial statements for the year ending December 31, 2018, and the remuneration report as well as to discuss the items included in Vivendi’s December 14, 2019 request.

Please see Exhibits 1 through 3 for more details.

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: January 14, 2019

VIVENDI S.A.
By:	/s/ George E. Bushnell III
	Name:    George E. Bushnell III
	Title:      Executive Vice President &                Deputy General Counsel

SCHEDULE I-A

The name and present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of each director of Vivendi are set forth below.

Unless otherwise specified, each person listed below is a citizen of France.

Name	Present principal occupation or employment	Principal Business Address and Citizenship (if other than France)
Management Board
Arnaud de Puyfontaine	Chairman of the Management Board and CEO, Vivendi	42, avenue de Friedland, 75008 Paris, France
Gilles Alix	Chief Executive Officer, Bolloré Group and Senior Vice President responsible for inter-group coordination at Vivendi	42, avenue de Friedland, 75008 Paris, France
Cédric de Bailliencourt	Chief Financial Officer, Bolloré Group and Senior Vice President responsible for investor relations and inter-group financial communications at Vivendi	42, avenue de Friedland, 75008 Paris, France
Hervé Philippe	Chief Financial Officer, Vivendi	42, avenue de Friedland, 75008 Paris, France
Stéphane Roussel	Chief Operating Officer, Vivendi and Chief Executive Officer, Gameloft SE	42, avenue de Friedland, 75008 Paris, France
Frédéric Crépin	Senior Executive Vice President and Group General Counsel, Vivendi	42, avenue de Friedland, 75008 Paris, France
Simon Gillham	Chairman of Vivendi Village, Senior Executive Vice President, Communications, Vivendi	42, avenue de Friedland, 75008 Paris, France
Supervisory Board
Yannick Bolloré	Chairman of the Supervisory Board, Vivendi, and Chairman and Chief Executive Officer, Havas Group	29/30, quai de Dion Bouton Puteaux Cedex 92800 – France
Philippe Bénacin	Vice Chairman of the Supervisory Board, Co-Founder and Chairman and Chief Executive Officer, Interparfums SA	4, rond-point des Champs-Élysées 75008 Paris – France
Tarak Ben Ammar	Chairman of the Board and Managing Director, Quinta Communications	32-34, rue Poussin, 75016 Paris – France Tunisian citizen
Vincent Bolloré	Member of the Supervisory Board, Vivendi	42, avenue de Friedland, 75008 Paris, France
Paulo Cardoso	Assistant Treasurer, Vivendi	42, avenue de Friedland, 75008 Paris, France
Dominique Delport	Global Managing Director and Chief Client Officer, Havas	29/30, Quai de Dion-Bouton, 92800 Puteaux, France
Véronique Driot-Argentin	Training Manager, Vivendi	42, avenue de Friedland, 75008 Paris, France

Aliza Jabès	Chairwoman, Nuxe group	19, rue Péclet, 75015 Paris, France
Cathia Lawson-Hall	Senior Banker and Head of Financial Institutions Group for Africa, Société Générale	17, Cours Valmy 92800 Paris La Défense 7, France
Sandrine Le Bihan	Group Company Directory and Database Manager, Vivendi	42, avenue de Friedland, 75008 Paris, France
Michèle Reiser	Philosopher	6, place Saint-Germain-des-Prés, 75006 Paris, France
Katie Stanton	Chief Marketing Officer, Color Genomics	1801 Murchison Dr #128, Burlingame, CA 94010, USA American citizen

EX-99.1

Press Release

TIM: request to call a shareholders meeting from shareholder Vivendi

Rome, 14 December 2018

TIM announces that today it received from shareholder Vivendi S.A. a request to call a shareholders meeting with the following agenda:

• “Appointment of the external auditors for the period 2019-2027;

• Revocation of no. 5 (five) Directors in the persons of Messrs. Fulvio Conti, Alfredo Altavilla, Massimo Ferrari, Dante Roscini and Ms. Paola Giannotti de Ponti;

• Appointment of no. 5 (five) Directors in the persons of Mr. Franco Bernabè, Mr. Rob van der Valk, Ms. Flavia Mazzarella, Mr. Gabriele Galateri di Genola and Mr. Francesco Vatalaro, in replacement of the revoked directors pursuant to the previous item on the agenda.”

The Board of Directors will duly evaluate the request to take the resolutions in its responsibility. TIM notes that the discussion of the first point of the agenda proposed by the shareholder is already been scheduled for the meeting on 17 January 2019, as shared by the Directors in the meeting on 6 December 2018.

TIM Press Office

+39 06 3688 2610

www.telecomitalia.com/media

Twitter: @TIMnewsroom

TIM Investor Relations

+39 06 3688 2807

www.telecomitalia.com/investor_relations

TIM S.p.A.

Sede legale: Via Gaetano Negri, 1 - 20123 Milano

Cod. Fisc./P. IVA e Iscrizione al Registro delle Imprese di Milano: 00488410010 - Iscrizione al Registro A.E.E. IT08020000000799

Capitale Sociale € 11.677.002.855,10 interamente versato Casella PEC: telecomitalia@pec.telecomitalia.it

EX-99.2

Press Release

TIM: Shareholders’ Meeting called

Combined meeting on 29 March 2019 to review the financial statements and consider the topics contained in shareholder Vivendi’s request

Rome, 14 January 2019

As announced on 21 December last, the Board of Directors met today to complete its analysis of the request that a shareholders’ meeting be called received from Vivendi S.A. on 14 December 2018.

The request was granted, with the consequent inclusion of the topics the shareholder requested be dealt with in the agenda of a combined meeting to be held on 29 March 2019 that is also called, simultaneously, to review of the financial statements for the year to 31 December 2018 and the remuneration report.

In taking this decision by a majority vote, the Board of Directors considered the motivations the shareholder has given for making this request, and the company’s interest in a (single) meeting to discuss the various issues the shareholders are called to resolve on, so as to:

• facilitate the completion of the processes to approve and disclose the strategic plan, the related impairment test on goodwill and hence the financial statements, and thus

• ensure that the shareholders have a proper and adequate information set,

while also promoting the greatest possible participation in a shareholders’ meeting, in which there is likely to be a substantial confrontation on what the industrial future of the Company is to be and on the people its management should be entrusted to.

In order to grant the shareholder’s request, it has been decided to accelerate the corporate calendar with reference to the meeting of the Board of Directors to approve the financial statements and the Ordinary Shareholder’s Meeting, so as to address the shareholder’s need.

However, the obvious non-availability – at present – of the results of TIM S.p.A. for the 2018 financial year requires us to reserve the right to add the topic of the distribution of the dividend, which will be decided once the draft financial statements are available, to the agenda for the shareholders’ meeting at a later date. The review of the draft financial statements has been brought forward from 26 February (as stated in the previously disclosed financial calendar) to 21 February 2019.

The call notice for the Shareholders’ Meeting, shareholder Vivendi’s report on the topics that it has asked to be discussed, the considerations of the Board of Directors on the initiative and the recommendation of TIM’s Board of Statutory Auditors for the appointment of the external auditor of the accounts for the nine year period 2019-2027 are about to be published on the Company website www.telecomitalia.com. The remaining pre-meeting documentation will be published in due course, at the time prescribed by law.

***

TIM S.p.A.

Registered Office: Via Gaetano Negri, 1 - 20123 Milan

Tax Code / VAT no. and registration with the Milan Business Register: 00488410010 - Registration in the A.E.E. Register (index of Manufacturers of Electrical and Electronic Equipment) IT08020000000799

Share Capital €11,677,002,855.10 fully paid-up Certified e-mail address [Casella PEC]: telecomitalia@pec.telecomitalia.it

In light of the above, TIM’s financial calendar for 2019 is updated as follows:

21 February 2019	Board of Directors meeting to approve the draft financial statements for the year and the consolidated financial reports at 31 December 2018;
29 March 2019	Shareholders’ Meeting to approve the Financial Statements at 31 December 2018
20 May 2019	Board of Directors meeting to approve the interim report on operations at 31 March 2019
1 August 2019	Board of Directors meeting to approve the report at 30 June 2019
7 November 2019	Board of Directors meeting to approve the interim report on operations at 30 September 2019

TIM Press Office

+39 06 3688 2610

www.telecomitalia.com/media

Twitter: @TIMnewsroom

TIM Investor Relations

+39 06 3688 2807

www.telecomitalia.com/investor_relations

TIM S.p.A.

Registered Office: Via Gaetano Negri, 1 - 20123 Milan

Tax Code / VAT no. and registration with the Milan Business Register: 00488410010 - Registration in the A.E.E. Register (index of Manufacturers of Electrical and Electronic Equipment) IT08020000000799

Share Capital €11,677,002,855.10 fully paid-up Certified e-mail address [Casella PEC]: telecomitalia@pec.telecomitalia.it

EX-99.3

Paris, January 14, 2019

Telecom Italia and Vivendi

Vivendi deplores the time-wasting tactics used by the Elliott Board members of Telecom Italia (TIM) who have decided to delay until March 29 the holding of a Shareholders’ Meeting, contrary to the company’s by-laws and the Italian Civil Code.

Vivendi, after notifying the Board on December 11, 2018 of its intentions, formally requested on December 14 the convening of a TIM Shareholders’ Meeting as soon as possible. In response, the Board first took note of Vivendi’s December 1^4th request before announcing on December 21^st that it was starting to evaluate it, deferring a decision until January 14^th, and now deciding to hold a Shareholders’ Meeting more than two months later.

These time-wasting tactics are negatively impacting TIM’s financial results every day, as is sadly reflected by the more than 40% drop in the share price since May 4, 2018. These tactics constitute a genuine denial of shareholder democracy and run counter to the most basic and fundamental principles of good corporate governance.

Vivendi reserves the right to request the convening of a new Shareholders’ Meeting this summer if the company’s governance and financial results do not improve significantly.

About Vivendi

Since 2014, Vivendi has been focused on building a world-class content, media and communications group with European roots. The clear and ambitious strategy that was set in motion four years ago has been successfully executed by the Management Board. First, in content creation, Vivendi owns powerful, complementary assets in music (Universal Music Group), mobile games (Gameloft) as well as movies and series (Canal+ Group), which are the three most popular forms of entertainment content in the world today. Second, in the distribution market, Vivendi has acquired the Dailymotion platform and repositioned it to create a new digital showcase for its content. The Group has also joined forces with several telecom operators and platforms to maximize the reach of its distribution networks. In 2017, a third building block – communications – was added to this structure, via Havas. Havas possesses unique creative expertise in promoting free content and producing short formats, which are increasingly viewed on mobile devices. In addition, through Vivendi Village, the Group explores new forms of business in live entertainment, franchises, ticketing and digital technology that are complementary to its core activities. Vivendi’s various businesses cohesively work together as an integrated industrial group to create greater value. www.vivendi.com, www.cultureswithvivendi.com