STMicroelectronics — Major Shareholding Notification 2020

Feb 11, 2020

SC 13G/A 1 a20-7518_1sc13ga.htm SC 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

*SCHEDULE 13G*

*Under the Securities Exchange Act of 1934 (Amendment No. 16 )**

*STMicroelectronics N.V.*

(Name of Issuer)

*Common Shares, nominal value €1.04 per share*

(Title of Class of Securities)

*861012102*

(CUSIP Number)

*December 31, 2019*

(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	Rule 13d-1(b)
o	Rule 13d-1(c)
x	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).

SEQ.=1,FOLIO='',FILE='C:\JMS\109920\20-7518-1\task9605066\7518-1-ba.htm',USER='109920',CD='Feb 11 22:27 2020'

2	Name of Reporting Person S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON STMicroelectronics Holding N.V. — Check the Appropriate Box if a Member of a Group
	(a)	x
	(b)	o
3	SEC Use Only
4	Citizenship or Place of Organization The Netherlands
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power 0
	6	Shared Voting Power 250,704,754
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 250,704,754
9	Aggregate Amount Beneficially Owned by Each Reporting Person 250,704,754
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o
11	Percent of Class Represented by Amount in Row 9 28.1%
12	Type of Reporting Person HC

2

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2	Name of Reporting Person S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bpifrance Participations S.A. — Check the Appropriate Box if a Member of a Group
	(a)	x
	(b)	o
3	SEC Use Only
4	Citizenship or Place of Organization France
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power 0
	6	Shared Voting Power 250,704,754
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 250,704,754
9	Aggregate Amount Beneficially Owned by Each Reporting Person 250,704,754
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o
11	Percent of Class Represented by Amount in Row 9 28.1%
12	Type of Reporting Person CO

3

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2	Name of Reporting Person S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ministero dell’Economia e delle Finanze — Check the Appropriate Box if a Member of a Group
	(a)	x
	(b)	o
3	SEC Use Only
4	Citizenship or Place of Organization Italy
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power 0
	6	Shared Voting Power 250,704,754
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 250,704,754
9	Aggregate Amount Beneficially Owned by Each Reporting Person 250,704,754
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o
11	Percent of Class Represented by Amount in Row 9 28.1%
12	Type of Reporting Person CO

4

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Item 1(a).	Name of Issuer: STMicroelectronics N.V. (the “Company”)
Item 1(b).	Address of Issuer’s Principal Executive Offices: WTC Schiphol Airport Schiphol Boulevard 265 1118 BH Schiphol The Netherlands
Item 2(a).	Name of Persons Filing: (i) STMicroelectronics Holding N.V. (“ST Holding”) (ii) Bpifrance Participations S.A. (“Bpifrance”) (iii) Ministero dell’Economia e delle Finanze (“Ministry of the Economy and Finance”)
Item 2(b).	Address of Principal Business Office, or if none, Residence: (i) STMicroelectronics Holding N.V. Weena 210-212 3012 NJ Rotterdam The Netherlands (ii) Bpifrance Participations S.A. 27-31, avenue du Général Leclerc 94710 Maisons-Alfort Cedex France (iii) Ministero dell’Economia e delle Finanze via XX Settembre, 97 00187 Rome Italy

5

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Item 2(c).	Citizenship: (i) The Netherlands (ii) France (iii) Italy
Item 2(d).	Title of Class of Securities: Common Shares, nominal value €1.04 per Share
Item 2(e).	CUSIP Number: 861012102
Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is: Item 3 is not applicable.
Item 4(a).	Amount beneficially owned: 250,704,754 common shares held of record by ST Holding on the Company’s share registry. ST Holding is jointly controlled by Bpifrance and the Ministry of the Economy and Finance (see Exhibit 1 attached hereto).
Item 4(b).	Percent of class: Ownership is stated as of December 31, 2019 and the ownership percentages are based on 891,434,489 shares outstanding as of December 31, 2019, as disclosed by STMicroelectronics N.V. in its Form 6-K filed on January 24, 2020.
Item 4(c).	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.
Item 5.	Ownership of Five Percent or Less of a Class:
	Item 5 is not applicable.

6

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Item 6.	Ownership of More than Five Percent on Behalf of Another Person:
	Item 6 is not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
	Item 7 is not applicable.
Item 8.	Identification and Classification of Members of a Group:
	For the identity of each member of the Group and a description of the relevant shareholders’ agreement, see Exhibit 1 attached hereto. See also Item 4 above.
Item 9.	Notice of Dissolution of Group:
	Item 9 is not applicable.

Item 10.
Item 10 is not applicable.

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*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.

Dated: February 11, 2020
By:	/s/ Gabriele Pagnotta
Name:	Gabriele Pagnotta
Title:	Managing Director
By:	/s/ Charlotte Fadlallah
Name:	Charlotte Fadlallah
Title:	Managing Director
Ministero dell’Economia e delle Finanze
By:	/s/ Antonino Turicchi
Name:	Antonino Turicchi
Title:	Director of Shareholdings and Privatizations
Bpifrance Participations S.A.
By:	/s/ Sophie Paquin
Name:	Sophie Paquin
Title:	Director of Legal Affairs

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