Amended Statement of Ownership (sc 13g/a)
February 14 2017 - 9:02AM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A
(Rule 13D-102)
Under the Securities Exchange Act of 1934
(Amendment No. 14)
(Name of Issuer)
Common Shares, nominal value 1.04 per share
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
(Continued on following pages)
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13G
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1
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Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
STMicroelectronics Holding N.V. (ST Holding)
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2
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Check the Appropriate Box if a Member of a Group*
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(a)
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x
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(b)
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o
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
The Netherlands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5
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Sole Voting Power
NONE
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6
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Shared Voting Power
250,704,754 (See Item 4(a) and Exhibit 1)
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7
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Sole Dispositive Power
NONE
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8
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Shared Dispositive Power
250,704,754 (See Item 4(a) and Exhibit 1)
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
250,704,754
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10
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
o
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11
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Percent of Class Represented by Amount in Row 9
27.5%*
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12
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Type of Reporting Person*
HC
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2
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13G
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1
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Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
FT1CI
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2
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Check the Appropriate Box if a Member of a Group*
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(a)
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x
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(b)
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o
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
France
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5
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Sole Voting Power
NONE
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6
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Shared Voting Power
250,704,754 (See Item 4(a) and Exhibit 1)
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7
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Sole Dispositive Power
NONE
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8
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Shared Dispositive Power
250,704,754 (See Item 4(a) and Exhibit 1)
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
250,704,754
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10
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
o
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11
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Percent of Class Represented by Amount in Row 9
27.5%*
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12
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Type of Reporting Person*
HC
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3
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13G
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1
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Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Ministero dellEconomia e delle Finanze (Ministry of the Economy and Finance)
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2
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Check the Appropriate Box if a Member of a Group*
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(a)
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x
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(b)
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o
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Italy
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5
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Sole Voting Power
NONE
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6
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Shared Voting Power
250,704,754 (See Item 4(a) and Exhibit 1)
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7
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Sole Dispositive Power
NONE
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8
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Shared Dispositive Power
250,704,754 (See Item 4(a) and Exhibit 1)
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
250,704,754
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10
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
o
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11
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Percent of Class Represented by Amount in Row 9
27.5%*
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12
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Type of Reporting Person*
CO
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4
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13G
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1
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Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Bpifrance Participations (Bpifrance)
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2
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Check the Appropriate Box if a Member of a Group*
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(a)
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x
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(b)
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o
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
France
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5
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Sole Voting Power
NONE
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6
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Shared Voting Power
250,704,754 (See Item 4(a) and Exhibit 1)
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7
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Sole Dispositive Power
NONE
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8
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Shared Dispositive Power
250,704,754 (See Item 4(a) and Exhibit 1)
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
250,704,754
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10
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
o
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11
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Percent of Class Represented by Amount in Row 9
27.5%*
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12
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Type of Reporting Person*
CO
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5
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13G
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1
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Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Commissariat à lÉnergie Atomique et aux Énergies Alternatives (CEA)
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2
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Check the Appropriate Box if a Member of a Group*
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(a)
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x
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(b)
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o
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
France
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5
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Sole Voting Power
NONE
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6
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Shared Voting Power
250,704,754 (See Item 4(a) and Exhibit 1)
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7
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Sole Dispositive Power
NONE
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8
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Shared Dispositive Power
250,704,754 (See Item 4(a) and Exhibit 1)
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
250,704,754
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10
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
o
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11
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Percent of Class Represented by Amount in Row 9
27.5%*
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12
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Type of Reporting Person*
CO
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6
Item 1(a).
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Name of Issuer:
STMicroelectronics N.V. (the Company)
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Item1(b).
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Address of Issuers Principal Executive Offices:
WTC Schiphol Airport
Schiphol Boulevard 265
1118 BH Schiphol
The Netherlands
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Item 2(a).
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Name of Persons Filing:
During 2016 the members of the Group of STMicroelectronics N.V. shareholders consisted of:
(i) ST Holding
(ii) FT1CI
(iii) Ministero dellEconomia e delle Finanze
(iv) Bpifrance Participations
(v) CEA
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Item 2(b).
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Address of Principal Business Office, or if none, Residence:
(i) STMicroelectronics Holding N.V.
Weena 210-212
3012 NJ Rotterdam
The Netherlands
(ii) FT1CI
27-31, avenue du Général Leclerc
94710 Maisons-Alfort Cedex France
(iii) Ministero dellEconomia e delle Finanze
via XX Settembre, 97
00187 Rome
Italy
(iv) Bpifrance Participations
27-31, avenue du Général Leclerc
94710 Maisons-Alfort Cedex
France
(v) CEA
Siege
91191 Gif-sur-Yvette cedex
France
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Item 2(c).
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Citizenship:
(i) The Netherlands
(ii) France
(iii) Italy
(iv) France
(v) France
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Item 2(d).
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Title of Class of Securities:
Common Shares, nominal value 1.04 per Share
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Item 2(e).
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CUSIP Number:
861012102
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Item 3.
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Item 3 is not applicable.
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7
Item 4(a).
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Amount beneficially owned:
250,704,754 common shares held of record by STMicroelectronics Holding N.V. (ST Holding) on STMicroelectronics N.V.s share registry.
ST Holding is jointly controlled by FT1CI and the Ministry of the Economy and Finance (see Exhibit 1 attached hereto). FT1CI is controlled by Bpifrance and CEA.
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Item 4(b).
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Percent of class:
27.5% based upon 911,015,420 common shares issued as of October 1, 2016, as shown on STMicroelectronics N.V.s share registry.
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Item 4(c).
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Number of shares as to which such person has:
Please see Items 5, 6, 7, 8, 9 and 11 of each cover sheet for each filing entity.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Item 5 is not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Item 6 is not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Item 7 is not applicable.
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Item 8.
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Identification and Classification of Members of a Group
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See attached Exhibit 1 for the identity of each member of the Group and a description of relevant shareholders agreements. See also, Item 4(a) above.
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Item 9.
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Notice of Dissolution of Group
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Item 9 is not applicable.
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Item 10.
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Certification
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Item 10 is not applicable.
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8
Signature
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.
By: STMicroelectronics Holding N.V.
9 February, 2017
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9 February, 2017
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(Date)
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(Date)
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/s/ Gabriele Pagnotta
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/s/ Bertrand Loubert
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(Signature)
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(Signature)
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Name:
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Gabriele Pagnotta
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Name:
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Bertrand Loubert
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Title:
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Managing Director
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Title:
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Managing Director
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9
Signature
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.
By: FT1CI
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9 February, 2017
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(Date)
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/s/ Nicolas Dufourcq
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(Signature)
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Name:
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Nicolas Dufourcq
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Title:
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President
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10
Signature
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.
By: Ministero dellEconomia e delle Finanze
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9 February, 2017
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(Date)
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/s/ Antonio Turicchi
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(Signature)
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Name:
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Antonio Turicchi
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Title:
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Director of Shareholdings and Privatizations
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11
Signature
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.
By: Bpifrance Participations
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9 February, 2017
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(Date)
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/s/ Nicolas Dufourcq
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(Signature)
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Name:
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Nicolas Dufourcq
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Title:
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Chairman and CEO
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12
Signature
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.
By: Commissariat à lÉnergie Atomique et aux Énergies Alternatives
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9 February, 2017
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(Date)
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/s/ Christophe Gegout
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(Signature)
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Name:
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Christophe Gegout
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Title:
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Chief Financial Officer
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13
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