Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 13 2024 - 3:24PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Ermenegildo
Zegna N.V.
(Name of Issuer)
Ordinary Shares, nominal value €0.02 per share
(Title of Class of Securities)
N30577105
(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:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ 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 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 (“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).
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| 1. |
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Names of Reporting Persons
Strategic Holding Group S.à r.l. |
| 2. |
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Check The Appropriate Box if a
Member of a Group (See Instructions) (a) ☐ (b) ☐
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| 3. |
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SEC Use Only
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| 4. |
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Citizenship or Place of
Organization
Luxembourg |
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| Number of
Shares Beneficially
Owned By Each
Reporting Person
With |
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5. |
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Sole Voting Power
30,282,195 |
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6. |
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Shared Voting Power
0 |
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7. |
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Sole Dispositive Power
30,282,195 |
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8. |
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Shared Dispositive Power
0 |
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| 9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
30,282,195 |
| 10. |
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐ |
| 11. |
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Percent of Class Represented By
Amount in Row (9) 12.12%(1) |
| 12. |
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Type of Reporting Person (See
Instructions) OO |
| (1) |
Calculated based on 249,829,313 Ordinary Shares outstanding as of May 18, 2023, as reported in the
issuer’s prospectus filed pursuant to rule 424(b)(3) on June 8, 2023. |
| Item 1(a). |
Name of Issuer |
Ermenegildo Zegna N.V. (the “Issuer”)
| Item 1(b). |
Address of the Issuer’s Principal Executive Offices |
Viale Roma 99/100
13835
Valdilana loc. Trivero
Italy
| Item 2(a). |
Names of Persons Filing |
This statement is filed by Strategic Holding Group S.à r.l., referred to herein as the “Reporting Person.”
| Item 2(b). |
Address of the Principal Business Office, or if none, Residence |
11, rue Aldringen
L-1118 Luxembourg
Grand Duchy of Luxembourg
See response to Item 4 on the cover page.
| Item 2(d). |
Title of Class of Securities |
Ordinary Shares, nominal value €0.02 per share.
N30577105
| Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a (n): |
Not Applicable.
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(a) |
Amount beneficially owned: |
See response to Item 9 on the cover page.
See response to Item 11 on the cover page.
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(c) |
Number of shares as to which the Reporting Person has: |
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(i) |
Sole power to vote or to direct the vote: |
See response to Item 5 on the cover page.
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(ii) |
Shared power to vote or to direct the vote: |
See response to Item 6 on the cover page.
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(iii) |
Sole power to dispose or to direct the disposition of: |
See response to Item 7 on the cover page.
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(iv) |
Shared power to dispose or to direct the disposition of: |
See response to Item 8 on the cover page.
The Reporting Person is governed by a five-member board of managers, which currently
includes Kamel Aliat, Amélie Flammia, Marvin Martins, Alex Browning and John Crostarosa Mowinckel. Action by the five-member board of managers is by simple majority vote. No individual manager on the board of managers has voting or
dispositive control over the reported securities and, therefore, no individual manager has or shares beneficial ownership of such securities and this Statement shall not be construed as an admission of beneficial ownership that any individual
manager of the Reporting Person is a beneficial owner of any of the securities covered by this Statement.
| Item 5. |
Ownership of Five Percent or Less of a Class |
Not Applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
| Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company |
Not Applicable.
| Item 8. |
Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. |
Notice of Dissolution of Group |
Not Applicable.
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 13, 2024
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| STRATEGIC HOLDING GROUP S.à r.l. |
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| By: |
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/s/ Kamel Aliat |
| Name: Kamel Aliat |
| Title: Manager |
Ermenegildo Zegna NV (NYSE:ZGN)
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