Amended Statement of Beneficial Ownership (sc 13d/a)
November 23 2016 - 6:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
Telecom
Italia 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)
November 15, 2016
(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.
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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.
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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 disclosures provided in a prior cover page.
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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).
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1.
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Names of
Reporting Person.
I.R.S. Identification Nos. of above persons (entities only)
Vivendi S.A.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC, AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6.
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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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7.
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Sole Voting Power
3,519,428,030
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
3,519,428,030
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,519,428,030
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount
in Row (11)
23.15%
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14.
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Type of Reporting Person (See
Instructions)
HC
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2
This Amendment No. 10 (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) and Amendment No. 9 filed on May 20, 2016 (Amendment No, 9, and together with the
Original Filing and Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and Amendment No. 8, the Schedule 13D) by the Filing Person relating to the ordinary shares,
without nominal value (the Shares), of Telecom Italia 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 5 of the Schedule 13D is hereby amended as follows:
(a)
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As of the date of this Statement, the Filing Person beneficially owned 3,519,428,030 Shares, constituting 23.15% of the outstanding Shares. The percentage of Shares owned is based upon 15,203,122,583, as reported by the
Issuer on July 11, 2016 and supplemented by its press release issued on November 11, 2016, relating to the issuance by the Company, on November 15, 2016, of 1,702,850,712 Shares in connection with the mandatory conversion at maturity of
convertible bonds (see (c) below).
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(b)
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The number of Shares as to which there is sole power to vote or direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the
disposition for the Filing Person is set forth on the cover page in items 7 through 10.
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(c)
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As disclosed in its November 11, 2016 press release, the Company issued on November 15, 2016 1,702,850,712 Shares, representing approximately 11.2% of Issuers ordinary share capital, in connection with the
mandatory conversion at maturity of Guaranteed Subordinated Mandatory Convertible Bonds, resulting in the dilution of the Filing Persons interest in Issuer from 24.68% to 21.91% of the outstanding Shares.
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(d)
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Between November 15, 2016 and November 22, 2016, Vivendi acquired 187,950,000 Shares of the Issuer through open market purchases in order to bring its interest back up to previous levels.
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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: November 22, 2016
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VIVENDI S.A.
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By:
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/s/ George E. Bushnell III
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Name: George E. Bushnell III
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Title: Executive Vice President
& Deputy General Counsel
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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.
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Name
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Present principal occupation or employment
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Principal Business Address and Citizenship (if other
than
France)
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Management Board
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Arnaud de Puyfontaine
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Chairman of the Management Board, Vivendi
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42, avenue de Friedland, 75008 Paris, France
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Hervé Philippe
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Chief Financial Officer, Vivendi
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42, avenue de Friedland, 75008 Paris, France
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Stéphane Roussel
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Chief Operating Officer, Vivendi
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42, avenue de Friedland, 75008 Paris, France
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Frédéric Crépin
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Senior Executive Vice President and Group General Counsel, Vivendi
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42, avenue de Friedland, 75008 Paris, France
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Simon Gillham
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Chairman of Vivendi Village, Senior Executive Vice President, Communications, Vivendi
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42, avenue de Friedland, 75008 Paris, France
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Supervisory Board
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Vincent Bolloré
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Chairman of the Supervisory Board, Vivendi
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42, avenue de Friedland, 75008 Paris, France
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Philippe Bénacin
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Vice Chairman of the Supervisory Board, Co-Founder and Chairman-Chief Executive Officer, Interparfums SA
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4, rond-point des Champs-Élysées 75008 Paris France
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Tarak Ben Ammar
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Founder and Chief Executive Officer, Quinta Communications
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32-34, rue Poussin, 75016 Paris France Tunisian citizen
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Yannick Bolloré
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Chairman and CEO of the Havas Group
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29/30, quai de Dion Bouton
Puteaux Cedex 92800
France
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Nathalie Bricault
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Marketing and Logistics Manager, Investor Relations Department, Vivendi
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42, avenue de Friedland, 75008 Paris, France
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Pascal Cagni
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Independent director of various companies
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69 Courtfield Gardens, Flat 3, London SW5 0NJ, United Kingdom
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Paulo Cardoso
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Assistant Treasurer, Vivendi
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42, avenue de Friedland, 75008 Paris, France
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Yseulys Costes
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Chairwoman and Chief Executive Officer, 1000mercis
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28, rue de Châteaudun, 75009 Paris, France
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Dominique Delport
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Chief Executive Officer, Havas Media Group global network
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2 bis, rue Godefroy, 92800 Puteaux
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Alexandre de Juniac
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Chairman and Chief Executive Officer, Air France KLM
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45, rue de Paris, Tremblay en France
95747
Roissy CDG Cedex France
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Aliza Jabès
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Chairwoman, Nuxe group
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19, rue Péclet, 75015 Paris, France
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Cathia Lawson-Hall
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Senior Banker , Société Générale Corporate & Investment Banking (SG CIB)
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17, Cours Valmy
92800 Paris La Défense
7
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Virginie Morgon
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Chief Operating Officer and member
of the
Management Board, Eurazeo
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32, rue de Monceau, 75008 Paris France
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Katie Stanton
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Vice President, Global Media, Twitter
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1355 Market Street, San Francisco
CA 94107
American citizen
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SCHEDULE II-A
The name and present principal occupation or employment of each member of the management team of Vivendi is set forth below.
Each of the persons identified below is a citizen of France, with the exception of Simon Gillham, who is a citizen of Great Britain.
The business address for each person identified below is 42, avenue de Friedland, 75008 Paris, France.
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Name
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Present principal occupation or employment
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Arnaud de Puyfontaine
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Chairman of the Management Board, Vivendi
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Hervé Philippe
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Chief Financial Officer and Member of the Management Board, Vivendi
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Stéphane Roussel
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Chief Operating Officer and Member of the Management Board, Vivendi
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Frédéric Crépin
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Senior Executive Vice President, Group General Counsel and Member of the Management Board, Vivendi
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Simon Gillham
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Chairman of Vivendi Village, Senior Executive Vice President, Communications, Vivendi
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