Filing Details

Accession Number:
0001193125-16-584671
Form Type:
13D Filing
Publication Date:
2016-05-10 07:07:10
Filed By:
Nokia Corp
Company:
Alcatel Lucent (NYSE:ALU)
Filing Date:
2016-05-10
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Nokia Corporation 3 0 3 0 94.6%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

§240.13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13-D

(Amendment No. 3)*

 

 

Alcatel Lucent

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

ISIN No. FR0000130007

(CUSIP Number of Class of Securities)

 

 

American Depositary Shares (each representing one Ordinary Share)

(Title of Class of Securities)

013904305

(CUSIP Number of Class of Securities)

 

Copies to:

Riikka Tieaho

Vice President, Corporate Legal

Nokia Corporation

Karaportti 3

FI-02610 Espoo

Finland

Tel. No.: +358 (0) 10-448-8000

 

Scott V. Simpson

Michal Berkner

Skadden, Arps, Slate, Meagher & Flom (UK) LLP

40 Bank Street

London E14 5DS

United Kingdom

Tel. No.: +44 20-7519-7000

May 9, 2016

(Date of Event Which Requires Filing of This Statement)

 

 

(Continued on following pages)

(Page 1 of 7)


Page 2 of 7

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 Rule 13d-7 for other parties to whom 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 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 (however, see the Notes).

 

 

 


Schedule 13D

 

CUSIP No. 013904305     Page 3 of 7

 

   1    

Names of reporting persons: Nokia Corporation

 

I.R.S. Identification Nos. of Above Persons: Not Applicable

   2  

Check the appropriate box if a member of a group:

(a)  ¨        (b)  ¨

 

   3  

SEC use only

 

   4  

Source of funds:

 

OO

   5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e): ¨

 

   6  

Citizenship or place of organization:

 

Republic of Finland

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power:

 

3 349 378 256

      8   

Shared voting power:

 

0

      9   

Sole dispositive power:

 

3 349 378 256

    10   

Shared dispositive power:

 

0

 11  

Aggregate amount beneficially owned by reporting person:

 

3 349 378 256

 12  

Check if the aggregate amount in Row (11) excludes certain shares: ¨

 

 13  

Percent of class represented by amount in Row (11):

 

94.6% (1) representing 94.6% of the total outstanding voting power (2)

 14  

Type of reporting person:

 

CO

 

(1) Based on the maximum number of 3 538 886 877 Alcatel Lucent Shares outstanding as April 30, 2016 as disclosed by Alcatel Lucent on May 4, 2016.
(2) Based on the maximum number of 3 541 644 521 Alcatel Lucent theoretical voting rights outstanding as of April 30, 2016 as disclosed by Alcatel Lucent on May 4, 2016.

Page 4 of 7

This Amendment No. 3 is being filed by Nokia with respect to Alcatel Lucent Securities, and it hereby amends the statement of beneficial ownership on Schedule 13D originally filed on January 26, 2016, as amended on February 10, 2016 and March 17, 2016 (collectively with this Amendment No. 3, the Schedule 13D). Capitalized terms used herein and not defined have the meanings given to them in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and supplemented by adding the following:

On May 9, 2016, Nokia acquired 107 775 949 Alcatel Lucent Shares, pursuant to the Share Purchase Agreement dated March 16, 2016 between Nokia and the Depositary, in exchange for 0.5500 Nokia Shares for each Alcatel Lucent Share.

Item 4. Purpose of Transaction

Item 4 is hereby amended and supplemented by adding the following:

On May 9, 2016, Nokia completed its acquisition of 107 775 949 Alcatel Lucent Shares from the Depositary, pursuant to the Share Purchase Agreement.

Item 5. Interest in Securities of the Issuer

Item 5(a) is hereby amended and restated in its entirety to read as follows:

As disclosed by Alcatel Lucent on May 4, 2016, there were 3 538 886 877 Alcatel Lucent Shares outstanding as of April 30, 2016 and 3 541 644 521 Alcatel Lucent theoretical voting rights as of April 30, 2016.

Nokia beneficially owns 3 349 378 256 Alcatel Lucent Shares.

Nokia beneficially owns 94.6% of the Alcatel Lucent Shares representing 94.6% of the total outstanding theoretical voting rights in Alcatel Lucent.

In addition to the Alcatel Lucent Securities owned by Nokia, the following individuals named on Schedule 1 hold Alcatel Lucent Securities:

 

Name

   Alcatel Lucent
Shares
     Total Alcatel
Lucent Securities
     Percent of Alcatel
Lucent Shares
 

Jean C. Monty

     37 432         37 432         0.0

Olivier Piou

     36 622         36 622         0.0

Except as set forth above, to the best of Nokias knowledge, none of the persons named in Schedule 1 hereto is the beneficial owners of any Alcatel Lucent Securities.


Page 5 of 7

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.

 

NOKIA CORPORATION
By:   /s/ Riikka Tieaho
Name: Riikka Tieaho
Title: Vice President, Corporate Legal
By:   /s/ Kristian Pullola
Name: Kristian Pullola
Title: Senior Vice President, Corporate Controller

Page 6of 7

Schedule 1

DIRECTORS AND EXECUTIVE OFFICERS

OF

NOKIA CORPORATION

The following is a list of the executive officers and directors of Nokia Corporation (Nokia), setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted for each such person. Unless otherwise indicated, the current business address of each person is Karaportti 3, FI-02610 Espoo, Finland. Capitalized terms used but not otherwise defined in this Schedule 1 have the meaning ascribed to them in the Amendment No. 2 to the Schedule 13D to which this Schedule 1 is attached.

Board of Directors of Nokia

 

Name

  

Present Position with Nokia or Other Principal Occupation or

Employment

   Business Address (if other
than Nokia)
   Country of
Citizenship

Risto Siilasmaa

   Chairman of the Board, Nokia       Finland

Olivier Piou

  

Vice Chairman of the Board, Nokia

Chief Executive Officer, Gemalto

   6, rue de la Verrerie,
CS20001, 92197
Meudon Cedex,

France

   France

Vivek Badrinath

  

Director, Nokia

Deputy Chief Executive Officer, Accor Group

   110 avenue de France,
75013 Paris, France
   France

Bruce Brown

   Director, Nokia       United States

Louis R. Hughes

   Director, Nokia       United States

Simon Jiang

   Director, Nokia       Hong Kong

Jouko Karvinen

   Director, Nokia       Finland

Elisabeth Nelson

   Director, Nokia       United States

Jean C. Monty

   Director, Nokia       Canada

Kari Stadigh

  

Director, Nokia

Group Chief Executive Officer and President, Sampo

plc

   Fabianinkatu 27,

00100 Helsinki,

Finland

   Finland

Executive Officers of Nokia

 

Name

  

Present Position with Nokia

  

Country of Citizenship

Rajeev Suri

   President and Chief Executive Officer    Singapore

Samih Elhage

   President of Mobile Networks    Canada

Federico Guillén

   President of Fixed Networks    Spain

Basil Alwan

   President of IP/Optical Networks    United States

Bhaskar Gorti

   President of Applications & Analytics    United States

Ramzi Haidamus

   President of Nokia Technologies    United States

Timo Ihamuotila

   Chief Financial Officer    Finland

Hans-Jürgen Bill

   Chief Human Resources Officer    Germany

Kathrin Buvac

   Chief Strategy Officer    Germany

Ashish Chowdhary

   Chief Customer Operations Officer    India

Barry French

   Chief Marketing Officer    United States

Marc Rouanne

   Chief Innovation & Operating Officer    France

Maria Varsellona

   Chief Legal Officer    Italy

Page 7 of 7

Exhibit Index

 

Exhibit

No.

  

Description

1    Memorandum of Understanding, dated as of April 15, 2015, by and between Nokia Corporation and Alcatel Lucent S.A (incorporated herein by reference to Exhibit 2.1 Registration Statement on Form F-4 filed by Nokia (File No. 333-206365))
2    Amendment to the Memorandum of Understanding, dated as of October 28, 2015, by and between Nokia Corporation and Alcatel Lucent S.A. (incorporated herein by reference to Exhibit 2.2 Registration Statement on Form F-4 filed by Nokia (File No. 333-206365))
3    Exchange Offer/Prospectus, dated November 12, 2015 (incorporated herein by reference to the Registration Statement on Form F-4 filed by Nokia (File No: 333-206365))
4    Form of Letter of Transmittal for Certificated Alcatel Lucent ADSs (incorporated herein by reference to Exhibit 99.1 to the Registration Statement on Form F-4 filed by Nokia (File No. 333-206365))
5    Form of Letter of Transmittal for book-entry only Alcatel Lucent ADSs (incorporated herein by reference to Exhibit 99.2 to the Registration Statement on Form F-4 filed by Nokia (File No. 333-206365))
6    Notice of Guaranteed Delivery (Alcatel Lucent ADSs) (incorporated herein by reference to Exhibit 99.3 to the Registration Statement on Form F-4 filed by Nokia (File No. 333-206365))
7    Form of Letter of Transmittal for the Subsequent Offering Period (incorporated herein by reference to Exhibit (a)(1)(vi) of Amendment 13 to Schedule TO filed by Nokia on January 14, 2016)
8    Notice of Guaranteed Delivery for the Subsequent Offering Period (incorporated herein by reference to Exhibit (a)(1)(vii) of Amendment 13 to Schedule TO filed by Nokia on January 14, 2016)
9    Letter to Alcatel Lucent Security Holders (incorporated herein by reference to Exhibit (a)(1)(viii) of Amendment 13 to Schedule TO filed by Nokia on January 14, 2016)
10    Share Purchase Agreement, dated as of March 16, 2016, by and between JPMorgan Chase Bank N.A. and Nokia Corporation (1)

 

(1) Previously filed as an exhibit to Amendment 2 to the Schedule 13D.