Filing Details

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 the disclosures provided in a prior cover page.

 NAMES OF REPORTING PERSONS

 MONTERUBELLO S.S.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☐

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Italy

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 149,734,550¹

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 149,734,550

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 149,734,550

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 Not applicable.

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 59.8%²

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 PN

Monterubello participates in the loyalty voting structure of Zegna, which enables qualifying Zegna shareholders to receive special voting shares for each eligible Ordinary Share (as defined below) they hold for certain uninterrupted periods of time. In particular, each Zegna Special Voting Share A entitles its holder to one extra vote, therefore attributing, in effect, double voting rights to the associated Ordinary Share. The Zegna Special Voting Shares A are not listed, have only de minimis economic entitlements, in compliance with Dutch law, and are transferrable only in very limited circumstances together with the associated Ordinary Share. As a consequence of participating in the loyalty voting structure, Monterubello beneficially owns, in addition to the Ordinary Shares indicated above, 149,734,550 Zegna Special Voting Shares A received on December 18, 2023.

Calculated based on 250,310,263 Ordinary Shares issued and outstanding. This percentage does not take into account the voting rights arising from the loyalty voting structure of Zegna. Taking into account Monterubellos ownership of Zegna Special Voting Shares A described in footnote 1 above, Monterubellos voting power in Zegna is approximately 73.9% . Such percentage is calculated as the ratio of (i) the aggregate number of Ordinary Shares and Zegna Special Voting Shares A beneficially owned by Monterubello to (ii) 250,310,263 Ordinary Shares issued and outstanding and 154,981,350 Zegna Special Voting Shares A issued and outstanding.

Name of Issuer:

Address of the Issuers Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if None, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Ownership.

Amount Beneficially Owned:

Percent of Class:

Number of shares as to which the person has:

Sole power to vote or direct the vote: See response to Item 5 on the cover page.

Shared power to vote or direct the vote: See response to Item 6 on the cover page.

Sole power to dispose or to direct the disposition of: See response to Item 7 on the cover page.

Shared power to dispose or to direct the disposition of: See response to Item 8 on the cover page.

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group

Certification

MONTERUBELLO S.S.

/s/ Ermenegildo Zegna di Monte Rubello