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

Feb 18, 2022

SC 13G 1 formsc13-g.htm

Field: Rule-Page

Field: /Rule-Page

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. |
| --- |
| (Name
of Issuer) |

| Ordinary
Shares |
| --- |
| (Title
of Class of Securities) |

36870W100
(CUSIP
Number)

| December
31, 2021 |
| --- |
| (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.

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1; Options: NewSection; Value: 2

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

Field: /Page

| 1 | NAME
OF REPORTING PERSON | |
| --- | --- | --- |
| | S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |
| | Luigi Naldini | |
| 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 | 5 | SOLE
VOTING POWER |
| SHARES | | |
| BENEFICIALLY | | 1,386,145 |
| OWNED
BY | 6 | SHARED
VOTING POWER |
| EACH | | |
| REPORTING | | 0 |
| PERSON | 7 | SOLE
DISPOSITIVE POWER |
| | | 1,386,145 |
| | 8 | SHARED
DISPOSITIVE POWER |
| | | 0 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| | 1,386,145 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |
| | 7.6% | |
| 12 | TYPE
OF REPORTING PERSON | |
| | IN | |

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

Field: Page; Sequence: 2; Value: 2

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

Field: /Page

| 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: Luigi Naldini. |
| Item
2(b). | Address
of Principal Business Office or if none, Residence: Strada Malaspina 16, 20096 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: 1,386,145.
(b)	Percent of Class: 7.6%, 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: 1,386,145
	(ii)	shared
power to vote or to direct the vote: 0
	(iii)	sole
power to dispose or to direct the disposition of: 1,386,145
	(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 |

Field: Page; Sequence: 3; Value: 2

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

Field: /Page

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
18, 2022 |
| --- |
| /s/
Luigi Naldini |
| Luigi Naldini |

Field: Page; Sequence: 4; Options: Last

Field: /Page