Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Fiat Chrysler Automobiles N.V.

(Name of Issuer)

Common shares, par value €0.01 per share

(Title of Class of Securities)

N31738 102

(CUSIP Number)

Scott D. Miller

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004-2498

Telephone: +1-212-558-4000

Facsimile: +1-212-558-3588

Email: millersc@sullcrom.com

(Name, Address and Telephone Number of Person

Authorized to Receive Notices of Communication)

December 15, 2016

(Date of Event Which Requires Filing of This Statement)

_______________

 

1

In addition to the common shares indicated above, Exor N.V. ("Exor"), as successor to Exor S.p.A., beneficially owns 375,803,870 special voting shares.  Each special voting share is entitled to one vote; as a result, an additional voting right is attributed to each associated common share.  The special voting shares have de minimis economic entitlements, in compliance with Dutch law. The special voting shares are transferrable only in very limited circumstances together with the associated common shares.

2

This percentage does not take into account voting rights attributable to the company's loyalty voting structure. Exor has voting power of approximately 42.60%, calculated as the ratio of (i) the total number of common shares and special voting shares beneficially owned by Exor to (ii) the aggregate number of outstanding common shares and outstanding special voting shares.

This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") is being filed by Exor N.V., a Dutch public limited liability company (naamloze vennootschap) ("Exor"), to amend the Schedule 13D filed by Exor S.p.A., a società per azioni organized under the laws of the Republic of Italy, as predecessor in interest to Exor, with the Securities and Exchange Commission ("SEC") on October 22, 2016 (the "Original 13D," as amended by Amendment No. 1 to Schedule 13D filed with the SEC on December 16, 2014 ("Amendment No. 1," and together with the Original Schedule 13D and this Amendment No. 2, "Schedule 13D")), and relates to the common shares, par value €0.01 per share, of Fiat Chrysler Automobiles N.V., a Dutch public limited liability company (naamloze vennootschap) (the "Issuer" or "FCA")). Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Original 13D, as amended. Except as otherwise provided herein, each Item of the Original 13D, as amended, remains unchanged.

ITEM 2. Identity and Background.

Item 2 is hereby amended and partially restated by replacing the first paragraph with the following:

(a)-(c) This Schedule 13D is filed by Exor N.V. ("Exor" or the "Reporting Person"), a Dutch public limited liability company (naamloze vennootschap) and successor to Exor S.p.A. by virtue of a cross-border merger of Exor S.p.A. with and into Exor. Exor is an investment company, which focuses its business on long-term investments in global companies in diversified sectors, mainly in Europe and the United States. The address of Exor's principal business and principal office is Amerika Building, Hoogoorddreef 15, 1101 BA Amsterdam, The Netherlands. The name, business address, 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 citizenship of each executive officer and director of Exor, each person controlling Exor and each executive officer and director of any corporation or other person in control of Exor are set forth in Schedule A attached hereto.

ITEM 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented as follows:

On December 11, 2016, Exor S.p.A. completed a cross-border merger whereby Exor S.p.A. merged with and into Exor (the "Merger"). As the result of the Merger, all activity of Exor S.p.A. will be continued by Exor as universal successor. Upon effectiveness of the Merger, Exor became party to each of the agreements and arrangements described in the Original 13D, as amended, and incorporated by reference therein.  Exor ordinary shares commenced trading on the Mercato Telematico Azionario as of Monday, December 12, 2016.

On December 15, 2016, $886 million in aggregate notional amount of the Issuer's 7.875% mandatory convertible securities (the "Mandatory Convertible Securities"), previously purchased by Exor on December 16, 2014 in connection with the Issuer's public offering of 100,000,000 common shares and $2.875 billion aggregate notional amount of Mandatory Convertible Securities, were mandatorily converted per their terms into the Issuer's common shares, with each $100 aggregate notional amount of Mandatory Convertible Securities converting into 8.3077 of the Issuer's common shares.  As a result of this conversion, Exor received 73,606,222 of the Issuer's common shares.

ITEM 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and partially restated by replacing paragraphs (a) through (c) with the following:

(a) Rows (11) and (13) of the cover pages to this Amendment are incorporated by reference herein.

(b) Rows (7) through (10) of the cover pages to this Amendment are hereby incorporated by reference herein.

Furthermore, the following persons listed in Item 2(a)(c) above beneficially own common shares of FCA:

·

Mr. Sergio Marchionne holds 14,620,000 common shares of record and 6,670,080 stock options exercisable within 60 days under FCA equity incentive plans. Therefore Mr. Marchionne may be deemed to own beneficially 21,290,080 common shares in aggregate;

·

Mr. John Elkann owns 133,000 common shares of record;

·

Mr. Alessandro Nasi owns 3,750 common shares of record;

·

Mr. Andrea Agnelli owns 11,228 common shares of record; and

·

Mr. Lupo Rattazzi owns 50 common shares of record.

The persons listed in Schedule A hereto and named in Item 5 above have the sole voting power and sole dispositive power in respect of the entire number of shares indicated in this Item 5, above. There are no other persons known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.

(c) Neither one of the Reporting Persons nor any persons listed in Schedule A, have effected any transactions with respect to common shares of FCA during the past 60 days.

(d) There are no changes to the information set out in paragraph (d) of Item 5 of the Original 13D, as amended, and such information is incorporated by reference herein.

(e) There are no changes to the information set out in paragraph (e) of Item 5 of the Original 13D, as amended, and such information is incorporated by reference herein.

SIGNATURE

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

Date:  December 15, 2016

SCHEDULE A

Schedule A is hereby amended by deleting the previous response in its entirety and replacing it with the following:

Exor N.V. ("Exor")

Set forth below are the names, business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of the chief executive officer and each director of Exor.  Unless otherwise indicated, the business address of each person listed below is c/o Exor N.V., Amerika Building, Hoogoorddreef 15, 1101 BA Amsterdam, The Netherlands.

Giovanni Agnelli B.V.

Giovanni Agnelli B.V. ("G.A.") is a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) and, as of the date of this Schedule 13D,  is in control of Exor. The present principal business activity of G.A. is to purchase, administer and dispose of equity interests in public and private entities and, in particular, to ensure the cohesion and continuity of the administration of its controlling equity interests. The address of G.A.'s principal business and principal office is Amerika Building, Hoogoorddreef 15, 1101 BA Amsterdam, the Netherlands.

Set forth below are the names, business address, present principal occupation or employment of each board member of G.A. Unless otherwise indicated, the business address of each person listed below is c/o Giovanni Agnelli B.V., Amerika Building, Hoogoorddreef 15, 1101 BA Amsterdam, the Netherlands.