Filing Details

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT

TO RULE 13d-2(a)

(Amendment No. 1)*

 

 

Telecom Italia S.p.A.

(Name of Issuer)

 

 

Ordinary Shares, no nominal value

(Title of Class of Securities)

IT0003497168**

(CUSIP number)

Cassa depositi e prestiti S.p.A.

Via Goito, 4

00185 Rome, Italy

+39 06 42211

with a copy to:

Ettore Santucci, Esq.

James Matarese, Esq.

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

617-570-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 7, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ☐.

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to who copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

**	The Ordinary Shares do not have a CUSIP number. The ISIN number for the Ordinary Shares is IT0003497168

The information required on 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 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

 

1.		Names of Reporting Persons.   I.R.S. Identification Nos. of above persons (entities only)   Cassa depositi e prestiti S.p.A.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)   WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.		Citizenship or Place of Organization   Italy

Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   1,322,250,000
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   1,322,250,000
				10.		Shared Dispositive Power   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,322,250,000
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.		Percent of Class Represented by Amount in Row (11)   8.7% (1)
14.		Type of Reporting Person (See Instructions)   CO

 

(1)

The aggregate percentage of the Ordinary Shares reported owned by the person named herein is based upon 15,203,122,583 Ordinary Shares outstanding, which is the total number of Ordinary Shares outstanding as of September 30, 2018 as reported in the Issuers Report of Foreign Private Issuer filed on Form 6-K with the Securities and Exchange Commission on November 28, 2018.

This Amendment No. 1 (this Amendment) to Schedule 13D (as amended to date, the Schedule 13D) is being filed by Cassa depositi e prestiti S.p.A. (the Reporting Person or CDP). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Schedule 13D. Except as otherwise specifically amended in this Amendment, items in the Schedule 13D remain unchanged.

 

ITEM 2.

IDENTITY AND BACKGROUND.

Item 2 (a)  (c).

To the best of CDPs knowledge as of the date hereof, set forth in Schedule I to this Amendment and incorporated herein by reference is the following information with respect to each director and executive officer of CDP:

 

(i)

name;

 

(ii)

business address;

 

(iii)

present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and

 

(iv)

citizenship.

All other information contained in Item 2 of the Schedule 13D remains unchanged.

 

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

CDP used approximately 960,983,567 (including brokerage commissions) of its working capital in the aggregate to purchase the Ordinary Shares reported in this Schedule 13D.

 

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

Item 5 (a) (b)

As of the date of this report, CDP beneficially owns 1,322,250,000 Ordinary Shares, representing approximately 8.7% of the Issuers Ordinary Shares based upon 15,203,122,583 Ordinary Shares outstanding, which is the total number of Ordinary Shares outstanding as of September 30, 2018 as reported in the Issuers Report of Foreign Private Issuer filed on Form 6-K with the Securities and Exchange Commission on November 28, 2018.

With respect to the persons referenced in Item 2 above, to the best of CDPs knowledge, as of the date hereof, no such person beneficially owns Ordinary Shares of the Issuer.

(c)

Except for the transactions described in the Schedule 13D, including those set forth on Schedule II, during the past 60 days there have been no other transactions in the securities of the Issuer effected by CDP or, to the best of CDPs knowledge, the persons or entities referenced in Item 2 of the Schedule 13D.

All other information contained in Item 5 of the Schedule 13D remains unchanged.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: March 8, 2019

 

Schedule I

Information with Respect to Directors and Executive Officers of Cassa depositi e prestiti S.p.A.

The name, position, present principal occupation or employment of each of the directors and executive officers of Cassa depositi e prestiti S.p.A. (CDP) are set forth below. The business address for each such director or executive officer is Via Goito n. 4, 00185 Rome, Italy. Each director and executive officer is an Italian citizen.

 

Name		Principal occupation
Massimo Tononi		Chairman of the Board of Directors of CDP
Fabrizio Palermo		Chief Executive Officer of CDP General Manager of CDP
Luigi Paganetto		Vice Chairman of the Board of Directors of CDP
Francesco Floro Flores		Director of CDP Member of the Board of Directors of Trefin S.p.A., Naples, Italy Member of the Board of Directors of Aerosoft S.p.A., Naples, Italy Member of the Board of Directors of 3F&EDIN S.p.A., Naples, Italy Member of the Board of Directors of NAUTICAD S.r.l., Naples, Italy Extraordinary Commissioner of the Italian Government for the Environmental Remediation and Urban Regeneration of the Area of Significant National Interest of Bagnoli Coroglio, Naples, Italy
Valentino Grant		Director of CDP Chairman of Banca di Credito Cooperativo Terra di Lavoro, Caserta, Italy
Fabrizia Lapecorella		Director of CDP General Director of Finance of the Ministry of Economy and Finance, Rome, Italy
Fabiana Massa		Director of CDP University Professor, Sassari, Italy
Matteo Melley		Director of CDP Lawyer
Alessandra Ruzzu		Director of CDP Head of External Relations and Communications at Falck Renewables S.p.A., Milan, Italy

Davide Carlo Caparini		Director of CDP in respect of the Separate Account (gestione separata) Councillor (assessore) at Regione Lombardia, Milan, Italy
Antonio Decaro		Director of CDP in respect of the Separate Account (gestione separata) Chairman of Associazione Nazionale Comuni Italiani (ANCI), Rome, Italy
Alessandro Rivera		Director of CDP in respect of the Separate Account (gestione separata) General Director of Treasury at Ministry of Finance, Rome, Italy
Pier Paolo Italia		Director of CDP in respect of the Separate Account (gestione separata) General Manager of Ministry of Finance, Rome, Italy
Achille Variati		Director of CDP in respect of the Separate Account (gestione separata)
Alessandro Tonetti		Vice General Manager of CDP Chief Legal Officer of CDP Secretary of the Board of Directors of CDP
Salvatore Sardo		Chief Operating Officer of CDP
Pierfrancesco Latini		Chief Risk Officer of CDP
Marcello Villa		Chief Audit Officer of CDP
Paolo Calcagnini		Chief Financial Officer of CDP
Pierpaolo Di Stefano		Chief Investments Officer of CDP
Davide Colaccino		Chief External Relations & Sustainability Officer of CDP
Nunzio Tartaglia		Director of the Enterprises B.U. of CDP
Luca DAgnese		Director of the Infrastructures and Public Administration B.U. of CDP
Antonella Baldino		Director of the Cooperation and International Development B.U. of CDP
Carlo Baldocci		Director of the Public Affairs B.U. of CDP

Schedule II

TRANSACTIONS IN ORDINARY SHARES BY THE REPORTING PERSONS

The following table sets forth all transactions relating to the Ordinary Shares effected by the Reporting Person in the past sixty days that have not been previously reported on Schedule 13D. Unless otherwise noted, all such transactions were effected in the open market through a broker and all prices per share include commissions.

 

Trade Date		Number of Ordinary Shares Bought (Sold)				Average Price () Per Share
03/01/2019			51,000,000				0.5359
03/04/2019			26,250,000				0.5333
03/05/2019			35,000,000				0.5475
03/06/2019			35,000,000				0.5596
03/07/2019			49,000,000				0.5652
03/08/2019			52,500,000				0.5567