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. 24)*

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.E.

1755 Broadway

New York, New York 10019

Telecopy: (212) 445-3812

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

March 31, 2021

(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.E.
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) 23.746%
14.	Type of Reporting Person (See Instructions) HC

2

This Amendment No. 24 (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), Amendment No.20 filed on May 8, 2018 (“Amendment No. 20”), Amendment No.21 filed on January 14, 2019 (“Amendment No. 21”) Amendment No. 22 filed on February 26, 2019 (“Amendment No. 22”); and Amendment No. 23 filed on July 5, 2019 (“Amendment No. 23”; and together with the Original Filing and Amendment Nos. 1 through 22, 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 March 31, 2021, Arnaud de Puyfontaine, the Chairman of Vivendi’s Management Board, was appointed as a member of the Issuer’s Board of Directors by the Company’s Shareholders’ Meeting. Please see the press release issued by the Company attached as Exhibit 1.

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 12, 2021

VIVENDI S.E.
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	Senior Vice President responsible for inter-group coordination at Vivendi, Chairman of Vivendi Africa (SAS)	42, avenue de Friedland, 75008 Paris, France
Cédric de Bailliencourt	Vice-Chairman, Bolloré SA, 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, Chairman and Managing Director, Havas Group, and Vice-Chairman and Director, Bolloré SA	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
Cyrille Bolloré	Chairman and Chief Executive Officer of Bolloré SA	Tour Bolloré – 31-32, quai de Dion-Bouton 92811 Puteaux Cedex – France
Paulo Cardoso	Assistant Treasurer, Vivendi	42, avenue de Friedland, 75008 Paris, France
Laurent Dassault	Member of the Supervisory Board of Groupe Industriel Marcel Dassault SA	9, rond-point des Champs-Elysées Marcel Dassault – 75008 Paris – France

Dominique Delport	Chairman, Arduina Partners (SAS)	10, rue de Penthièvre75008 Paris – France
Véronique Driot-Argentin	Training Manager, Vivendi	42, avenue de Friedland, 75008 Paris, France
Aliza Jabès	Chairwoman, NUXE International SAS	127, rue d’Aguesseau 92100 Boulogne-Billancourt – France
Cathia Lawson-Hall	Head of Coverage and Investment Banking 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	Founder and General Partner, Moxxie Ventures	1049 El Monte Avenue, Ste C 591, Mountain View, CA 94040 United States – United States Citizen of the United States
Athina Vasilogiannaki	Head of Legal and Commercial Affairs, Minos-EMI/Universal Music Greece	Mesogheion Avenue 245-247 Postal code 15451 – Neo Psychiko Attica – Greece – Citizen of Greece
Vincent Bolloré, Non-voting director	Chairman and Chief Executive Officer, Bolloré Participations SE,	42, avenue de Friedland, 75008 Paris, France

EX-99.1

Exhibit 1

TIM SHAREHOLDERS’ MEETING RENEWS THE BOARD OF DIRECTORS FOR THE THREE-YEAR PERIOD 2021-2023, 95% OF PARTICIPANTS VOTE FOR THE BOARD SLATE

• 2020 FINANCIAL STATEMENTS APPROVED

• REMUNERATION POLICY APPROVED FOR 2021

• BOARD OF STATUTORY AUDITORS APPOINTED

Milan, 31 March 2021

The Shareholders’ Meeting of TIM was held today, in compliance with the exceptional provisions set out in Law Decree no. 18/2020 - therefore without shareholders being physically present - with the participation of 59,1% of the ordinary share capital of the Company.

The Shareholders’ Meeting:

• approved the financial statements at 31 December 2020 of TIM S.p.A. which closed with a net profit of 7.2 billion euros (over 99% votes in favour);

• approved payment of a dividend based on the amount of 1 euro cent per ordinary share, 2.75 euro cents per savings share. The dividend will be payable from 23 June 2021, with a coupon date of 21 June 2021 and record date of 22 June 2021 (over 99% votes in favour);

• approved both sections of the report on the policy regarding remuneration and fees paid (2021 policy: about 94% of votes in favour; 2020 final data: over 94% of votes in favour);

• appointed the new Board of Directors and the new Board of Statutory Auditors for the three-year period 2021-2023 (until approval of the financial statements for the year ending 31 December 2023).

For the appointment of the Board of Directors, the majority slate, which obtained about 95% of the votes, was the one submitted by the previous Board of Directors, and therefore the following ten Directors were chosen from it:

1. Salvatore Rossi, born in Bari on 6 January 1949 *

2. Luigi Gubitosi, born in Naples on 22 May 1961

3. Paola Bonomo, born in Marostica (Vicenza) on 15 May 1969 *

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 R.A.E.E. (Register 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

4. Franck Cadoret, born in Marseille (France) on 17 March 1957

5. Luca De Meo, born in Milan on 13 June 1967 *

6. Arnaud de Puyfontaine, born in Paris (France) on 26 April 1964

7. Cristiana Falcone, born in Rome on 26 February 1973 *

8. Giovanni Gorno Tempini, born in Brescia on 18 February 1962

9. Marella Moretti, born in Turin on 4 November 1965 *

10. Ilaria Romagnoli, born in Rome on 20 September 1967 *

* Declared that he/she meets the independence requirements

The remaining five Directors were chosen from the slate filed by a group of asset managers and SICAVs (the list of them is available for consultation at the following address), which obtained more than 4% of the votes:

11. Maurizio Carli born in Bergamo on 14 August 1958 *

12. Paola Sapienza born in Catania on 19 March 1965 *

13. Federico Ferro Luzzi born in Rome on 22 September 1968 *

14. Paola Camagni born in Milan on 22 December 1970 *

15. Paolo Boccardelli born in Rome on 7 August 1971 *

* Declared that he/she meets the independence requirements

The shares owned by the Directors Mr Rossi, Mr Gubitosi, Ms Bonomo, Mr Cadoret, Mr de Puyfontaine and Ms Moretti (who were already members of the previous board) were declared in the report on the policy regarding remuneration and fees paid (available for consultation at the address) and the sale and purchase transactions carried out by the same are subject to disclosure on page. There is no information on any shares held by the remaining Directors.

As regards the Board of Statutory Auditors,

• the slate submitted by Vivendi S.A. obtained over 41% of the votes and therefore qualified as the majority slate;

• the slate submitted by a group of asset managers and SICAVs (the list of them is available for consultation at the address) obtained over 38% of the votes;

• the slate submitted by Cassa Depositi e Prestiti obtained about 18% of the votes.

The person at the top of the slate submitted by asset managers and SICAVs was appointed Chairman of the control body, with about 90% of the votes in favour (about 25% of the capital participating in the vote). In application of the appointment mechanism established in the Bylaws, the Board of Statutory Auditors is therefore composed as follows: Standing Auditors:

• Francesco FALLACARA, born in Bari on 14 June 1964 – Chairman (slate asset managers and SICAVs)

• Angelo Rocco BONISSONI, born in Bollate (MI) on 13 April 1959 (slate Vivendi)

• Francesca DI DONATO, born in Napoli on 2 April 1973 (slate Vivendi)

• Anna DORO, born in Firenze on 5 September 1965 (slate asset managers and SICAVs)

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 R.A.E.E. (Register 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

• Massimo GAMBINI, born in Bologna on 3 November 1957 (slate Vivendi)

Alternate Auditors:

• Ilaria Antonella BELLUCO, born in Noventa Vicentina (VI) on 25 July 1983 (slate Vivendi)

• Laura FIORDELISI, born in Bordighera (Imperia) on 13 August 1974 (slate asset managers and SICAVs)

• Franco Maurizio LAGRO, born in Turin on 28 January 1958 (slate Vivendi)

• Paolo PRANDI, born in Brescia on 23 March 1961 (slate asset managers and SICAVs)

Lastly, the Shareholders’ Meeting established the overall remuneration of the new Board of Directors as a maximum of 2.2 million euros gross per year, leaving its division to the Board itself (votes in favour: about 99%), and established the fees of the Board of Statutory Auditors as 135 thousand euros gross per year for the Chairman, 95 thousand euros gross per year for each Standing Auditor and an additional 15 thousand euros gross per year for the Standing Auditor called to join the Supervisory Body (votes in favour: over 99%).

The curricula vitae of the Directors and Statutory Auditors are available in the Shareholders’ Meeting section of the Company website www.gruppotim.it.

As is standard practice, the Board of Directors will meet tomorrow to ascertain the requirements and confer the offices.

TIM Press Office

+39 06 3688 2610

https://www.gruppotim.it/media

Twitter: @TIMnewsroom

TIM Investor Relations

+39 06 3688 2807

https://www.gruppotim.it/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 R.A.E.E. (Register 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