Genenta Science S.p.A. — Major Shareholding Notification 2022

Feb 25, 2022

SC 13G 1 formsc13-g.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS

FILED PURSUANT TO RULE 13D-1(b), (c) AND (d)

AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(b)

Genenta Science S.p.A.

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(Name of Issuer)

Ordinary Shares

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(Title of Class of Securities)

36870W100

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(CUSIP Number)

December 31, 2021

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(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1 (b)

☐ Rule 13d-1 (c)

☒ Rule 13d-1 (d)

• 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 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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CUSIP No. 36870W100 13G Page 2 of 4 Pages

| 1 | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ospedale
San Raffaele | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Italy | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON | 5 | SOLE
VOTING POWER 1,896,730 |
| | 6 | SHARED
VOTING POWER 0 |
| | 7 | SOLE
DISPOSITIVE POWER 1,896,730 |
| | 8 | SHARED
DISPOSITIVE POWER 0 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,896,730 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.4% | |
| 12 | TYPE
OF REPORTING PERSON FI | |

• Based on 18,216,858 ordinary shares outstanding as of December 31, 2021.

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CUSIP No. 36870W100 13G Page 3 of 4 Pages

Item 1(a). Name of Issuer: Genenta Science S.p.A.

Item 1(b). Address of Issuer’s Principal Executive Offices: Via Olgettina No. 58, 20132 Milan, Italy.

Item 2(a). Name of Person Filing: Ospedale San Raffaele.

Item 2(b). Address of Principal Business Office or if none, Residence: Olgettnia Street 60, 20132 Milan, Italy.

Item 2(c). Citizenship: Italy

Item 2(d). Title of Class of Securities: Ordinary shares

Item 2(e). CUSIP Number: 36870W100

ITEM 3. Not Applicable

ITEM 4. Ownership:

(a) Amount Beneficially Owned: 1,896,730.

(b) Percent of Class: 10.4%, based on 18,216,858 ordinary shares outstanding as of December 31, 2021.

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote: 1,896,730

(ii) shared power to vote or to direct the vote: 0

(iii) sole power to dispose or to direct the disposition of: 1,896,730

(iv) shared power to dispose or to direct the disposition of: 0

ITEM 5. Ownership of Five Percent or Less of a Class: Not Applicable

Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not Applicable

Item 7. Identification and Classification of Subsidiary Which Acquired the Securities: Not Applicable

ITEM 8. Identification and Classification of Members of the Group: Not Applicable

ITEM 9. Notice of Dissolution of Group: Not Applicable

ITEM 10. Certification: Not Applicable

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CUSIP No. 36870W100 13G Page 4 of 4 Pages

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.

| February
25, 2022 | |
| --- | --- |
| OSPEDALE SAN RAFFAELE | |
| By: | /s/
Marco Centenari |
| Name: | Marco
Centenari |
| Title: | Chief
Executive Officer |

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