RACE Ferrari NV

This Amendment No. 1 to Schedule 13D (this “Amendment”) is being filed by Exor N.V., a Dutch public limited liability company ( naamloze vennootschap ) (“Exor”), to amend the Schedule 13D filed by Exor S.p.A., a società per azioni organized under the laws of the Republic of Italy, as predecessor in interest to Exor, with the Securities and Exchange Commission (“SEC”) on January 3, 2016 (the “Original 13D”), and relates to the common shares, par value €0.01 per share, of Ferrari N.V., a Dutch public limited liability company ( naamloze vennootschap ) (the “Issuer”). Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Original 13D. Except as otherwise provided herein, each Item of the Original 13D remains unchanged.

ITEM 2. Identity and Background.

Item 2 is hereby amended and partially restated by replacing the first and second paragraphs with the following:

This Schedule 13D is being jointly filed by Exor N.V. (“Exor”) and Mr. Piero Ferrari (collectively, the “Reporting Persons”).

Exor N.V.

(a)-(c) Exor, a Dutch public limited liability company ( naamloze vennootschap ), is the successor to Exor S.p.A. by virtue of a cross-border merger of Exor S.p.A. with and into Exor. Exor focuses its business on long-term controlling investments in global companies in diversified sectors, mainly in Europe and the United States. The address of Exor’s principal business and principal office is Amerika Building, Hoogoorddreef 15, 1101 BA Amsterdam, The Netherlands. The name, business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each executive officer and director of Exor, each person controlling Exor and each executive officer and director of any corporation or other person in control of Exor (collectively, the “Controlling Persons”) are set forth in Schedule A to the Original 13D and hereby incorporated by reference herein. Each Controlling Person listed on Schedule A to the Original 13D holds the same position in Exor as previously held by such person in Exor S.p.A.

There are no changes to the information regarding Mr. Piero Ferrari set out in Item 2 of the Original 13D and such information is incorporated by reference herein.

ITEM 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented as follows:

On December 11, 2016, Exor S.p.A. completed a cross-border merger whereby Exor S.p.A. merged with and into Exor (the “Merger”). As the result of the Merger, all activity of Exor S.p.A. will be continued by Exor as universal successor. Upon effectiveness of the Merger, Exor became party to each of the agreements and arrangements described in the Original 13D and incorporated by reference therein.  Exor ordinary shares commenced trading on the Mercato Telematico Azionario as of Monday, December 12, 2016.

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ITEM 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and partially restated by replacing paragraphs (a) through (c) with the following:

(a) In respect to the Reporting Persons, rows (11) and (13) of the cover pages to this Amendment are hereby incorporated by reference.

Furthermore, the following persons listed in Schedule A to the Original 13D beneficially own common shares of Ferrari. The holdings below do not include and are separate from common shares held by Exor.

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Mr. Sergio Marchionne owns 1,462,000 common shares of record;

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Mr. Andrea Agnelli owns 1,122 common shares of record;

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Mr. John Elkann owns 13,300 common shares of record; and

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Mr. Lupo Rattazzi owns 5 common shares of record.

 

(b)   In respect to the Reporting Persons, rows (7) through (10) of the cover pages to this Amendment are hereby incorporated by reference.

The persons listed in Schedule A to the Original 13D and named in Item 5 above have the sole voting power and sole dispositive power in respect of the entire number of shares indicated in this Item 5. There are no other persons known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.

 

(c) Neither the Reporting Persons nor any persons listed in Schedule A, have effected any transactions with respect to common shares of Ferrari during the past 60 days.

(d) There are no changes to the information set out in paragraph (d) of Item 5 of the Original 13D and such information is incorporated by reference herein.

(e) There are no changes to the information set out in paragraph (e) of Item 5 of the Original 13D and such information is incorporated by reference herein.

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SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date:  December 15, 2016

SCHEDULE A

Schedule A is hereby amended by deleting the previous response in its entirety and replacing it with the following:

Exor N.V. (“Exor”)

Set forth below are the names, business address, 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 the chief executive officer and each director of Exor. Unless otherwise indicated, the business address of each person listed below is c/o Exor N.V., Amerika Building, Hoogoorddreef 15, 1101 BA Amsterdam, The Netherlands.

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Giovanni Agnelli B.V.

Giovanni Agnelli B.V. (“G.A.”) is a Dutch private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ) and, as of the date of this Schedule 13D, is in control of Exor. The present principal business activity of G.A. is to purchase, administer and dispose of equity interests in public and private entities and, in particular, to ensure the cohesion and continuity of the administration of its controlling equity interests. The address of G.A.’s principal business and principal office is Amerika Building, Hoogoorddreef 15, 1101 BA Amsterdam, the Netherlands.

Set forth below are the names, business address, present principal occupation or employment of each board member of G.A. Unless otherwise indicated, the business address of each person listed below is c/o Giovanni Agnelli B.V., Amerika Building, Hoogoorddreef 15, 1101 BA Amsterdam, the Netherlands.

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