| UNITED STATES | ||
| SECURITIES
AND EXCHANGE COMMISSION |
||
| Washington, D.C. 20549 |
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
STMicroelectronics N.V.
(Name of Issuer)
Common Shares, nominal value €1.04 per share
(Title of Class of Securities)
861012102
(CUSIP Number)
December 31, 2023
(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).
| 1 | Name of Reporting Person S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON STMicroelectronics Holding N.V. | ||||
| 2 | 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 27.8% | ||||
| 12 | Type of Reporting Person HC | ||||
| 1 | Name of Reporting Person S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bpifrance Participations S.A. | ||||
| 2 | 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 27.8% | ||||
| 12 | Type of Reporting Person CO | ||||
| 1 | Name of Reporting Person S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ministero dell’Economia e delle Finanze | ||||
| 2 | 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 27.8% | ||||
| 12 | Type of Reporting Person CO | ||||
| 1 | Name of Reporting Person S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Caisse des dépôts et consignations | ||||
| 2 | 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 254,380,285 | ||||
| 7 | Sole Dispositive Power 0 | ||||
| 8 | Shared Dispositive Power 254,380,285 | ||||
| 9 | Aggregate Amount Beneficially Owned
by Each Reporting Person 254,380,285 | ||||
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | ||||
| 11 | Percent of Class Represented by
Amount in Row 9 28.2% | ||||
| 12 | Type of Reporting Person CO | ||||
| 1 | Name of Reporting Person S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EPIC Bpifrance | ||||
| 2 | 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 27.8% | ||||
| 12 | Type of Reporting Person CO | ||||
| 1 | Name of Reporting Person S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bpifrance S.A. | ||||
| 2 | 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 27.8% | ||||
| 12 | Type of Reporting Person CO | ||||
| Item 1 (a). | Name of Issuer: STMicroelectronics N.V. (the “Company”) |
| Item 1 (b). | Address
of Issuer’s Principal Executive Offices: Schiphol Boulevard 265 1118 BH Schiphol Airport The Netherlands |
| Item 2 (a). | Name of Persons Filing: (i) STMicroelectronics Holding N.V. (“ST Holding”) (ii) Bpifrance Participations S.A. (“Bpifrance Participations”) (iii) Ministero dell’Economia e delle Finanze (“Ministry of the Economy and Finance”) (iv) Caisse des dépôts et consignations (“CDC”) (v) EPIC Bpifrance (“EPIC”) (vi) Bpifrance S.A. (“Bpifrance”) |
| Item 2 (b). | Address of Principal Business Office, or if none, Residence: (i) STMicroelectronics Holding N.V. De Lairessestraat 145E Amsterdam 1075 HJ The Netherlands
(ii) Bpifrance Participations S.A. 27-31 avenue Général Leclerc 94710 Maisons-Alfort Cedex France
(iii) Ministero dell’Economia e delle Finanze via XX Settembre, 97 00187 Rome Italy
(iv) Caisse des dépôts et consignations 56, rue de Lille 75007 Paris France
(v) EPIC Bpifrance 27-31 avenue Général Leclerc 94710 Maisons-Alfort Cedex France
(vi) Bpifrance S.A. 27-31 avenue Général Leclerc 94710 Maisons-Alfort Cedex France |
| Item 2 (c). | Citizenship:
(ii) France
(iii) Italy
(iv) France
(v) France
(vi) France |
| 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: |
| 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 Participations and the Ministry of the Economy and Finance (see Exhibit 1 attached hereto).
Bpifrance may be deemed to be the beneficial owner of 250,704,754 common shares indirectly through its 99.99% ownership of Bpifrance Participations. EPIC may be deemed to be the beneficial owner of 250,704,754 common shares indirectly through its joint ownership and control of Bpifrance.
CDC may be deemed to be the beneficial owner of 3,675,531 common shares held indirectly through other subsidiaries and 250,704,754 common shares held indirectly through ST Holding. |
| Item 4(b). | Percent of class:
Ownership is stated as of December 31, 2023 and the ownership percentages are based on 902,771,081 shares outstanding as of December 31, 2023, as disclosed by STMicroelectronics N.V. in its Form 6-K filed on January 25, 2024. |
| 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. |
| 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. | Certification: |
| Item 10 is not applicable. |
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 14, 2024 | STMicroelectronics Holding N.V. | |
| By: | /s/ Charlotte Fadlallah | |
| Name: | Charlotte Fadlallah | |
| Title: | Managing Director | |
| Bpifrance Participations S.A. | ||
| By: | /s/ Sophie Paquin | |
| Name: | Sophie Paquin | |
| Title: | Director of Legal Affairs | |
| Ministero dell’Economia e delle Finanze | ||
| By: | /s/ Marcello Sala | |
| Name: | Marcello Sala | |
| Title: | Director general of the Department of the Economy | |
| Caisse des dépôts et consignations | ||
| By: | /s/ Laurence Giraudon | |
| Name: | Laurence Giraudon | |
| Title: | Chief Operating Officer, Finance and Operations Department, Asset Management Division | |
| EPIC Bpifrance | ||
| By: | /s/ Sophie Paquin | |
| Name: | Sophie Paquin | |
| Title: | Director of Legal Affairs | |
| Bpifrance S.A. | ||
| By: | /s/ Boubakar Dione | |
| Name: | Boubakar Dione | |
| Title: | Group Director of Legal Affairs | |