Stellantis N.V.
10.90%
393,615,130
1605484
N82405106
Feb 13, 2025
Feb 14, 2025, 04:01 PM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Caisse des Depots | Other | 10.90% | 393,615,130 | 0 | 393,615,130 |
| Bpifrance Participations S.A. | Other | 10.70% | 385,407,814 | 0 | 385,407,814 |
| EPIC Bpifrance | Other | 10.70% | 385,407,814 | 0 | 385,407,814 |
| Bpifrance S.A. | Other | 10.70% | 385,407,814 | 0 | 385,407,814 |
Disclosure Items (5)
Common Shares, nominal value EUR0.01 per share
Stellantis N.V.
Taurusavenue 1, Hoofddorp, P7, 2132LS
Item 2 is hereby amended and supplemented as follows: This Statement is being filed by the following beneficial owners of Ordinary Shares: 1. Bpifrance Participations S.A., a societe anonyme incorporated under the laws of the Republic of France 2. EPIC Bpifrance, a French public institution of industrial and commercial nature 3. Bpifrance S.A., a societe anonyme incorporated under the laws of the Republic of France 4. Caisse des depots et consignations, a French special public entity (etablissement special)
The principal address for Bpifrance Participations, Bpifrance and EPIC is 27-31 avenue du General Leclerc 94710 Maisons-Alfort Cedex, France. The principal address for CDC is 56, rue de Lille, 75007 Paris, France.
Information concerning the executive officers and directors of Bpifrance Participations, CDC, EPIC and Bpifrance required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D is provided in Exhibit 99.2 to this Amendment and incorporated herein by reference.
None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Exhibit 99.2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows: As of the date hereof, (i) Bpifrance Participations (A) holds directly 192,703,907 Common Shares, which represents approximately 7.0% of the Issuer's outstanding Common Shares, and (B) has the right to direct the voting with respect to 192,703,907 Common Shares and 192,703,907 class A special voting shares, giving Bpifrance Participations an effective voting interest of approximately 10.7% of the total voting power, and (ii) CDC (A) holds indirectly, through other subsidiaries, 8,207,316 Common Shares, which represents less than 1.0% of the Issuer's outstanding Common Shares and indirectly, through its joint ownership of Bpifrance, 192,703,907 Common Shares, which represents approximately 7.3% of the Issuer's outstanding Common Shares, and (B) indirectly has the right to direct the voting with respect to 200,911,223 Common Shares and indirectly 192,703,907 class A special voting shares, giving CDC an effective voting interest of approximately 10.9% of the total voting power. As of the date hereof, neither Bpifrance, EPIC nor CDC holds any Common Shares directly. Bpifrance may be deemed to be the beneficial owner of 192,703,907 Common Shares and have the right to direct the voting with respect to 192,703,907 Common Shares and 192,703,907 class A special voting shares, indirectly through its 99.99% ownership of Bpifrance Participations. EPIC may be deemed to be the beneficial owner of 192,703,907 Common Shares and have the right to direct the voting with respect to 192,703,907 Common Shares and 192,703,907 class A special voting shares, indirectly through its joint ownership and control of Bpifrance. This Amendment is being filed to reflect the difference in the Reporting Persons' percentage ownership of the Issuer's Common Shares and voting rights under U.S. and Dutch law, as described below, and is not due to any transactions in the Common Shares by the Reporting Persons. The percentage of Common Shares and voting rights beneficially owned by each Reporting Person is based on 2,742,643,659 outstanding Common Shares and 3,609,054,375 outstanding voting rights of the Issuer, as of February 10, 2025. The amount of outstanding Common Shares and voting rights disclosed in the prior sentence is calculated under U.S. law, which requires treasury shares to be excluded from the calculation of outstanding shares. Under Dutch law, treasury shares are required to be included in the calculation of outstanding shares. Using the Dutch law requirements, the Issuer had 2,896,073,567 outstanding Common Shares and 3,762,595,791 outstanding voting rights (as reported by the Issuer on December 20, 2024), and (i) Bpifrance Participations' Common Share holdings represent approximately 6.7% of the Issuer's outstanding Common Shares, and its voting rights represent approximately 10.2% of outstanding voting rights, and (ii) CDC's Common Share holdings represent approximately 7.2% of the Issuer's outstanding Common Shares, and its voting rights represent approximately 10.7% of outstanding voting rights.
Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows: See the information contained on the cover pages of this Amendment, which is incorporated herein by reference.
Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: There have been no reportable transactions with respect to the Common Shares of the Issuer within the last 60 days by the Reporting Persons, or, to the best of their knowledge, any of the persons referred to in Exhibit 99.2.
EX 99.1 - Joint Filing Agreement (Incorporated by reference to Exhibit 1 to Schedule 13D filed on January 25, 2021) EX 99.2 - Information with respect to the Directors and Executive Officers of the Reporting Persons