Filing Details
- Accession Number:
- 0000950170-25-041383
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-17 20:00:00
- Filed By:
- Giovanni Agnelli B.V.
- Company:
- Koninklijke Philips Elec N V (NYSE:PHG)
- Filing Date:
- 2025-03-18
- 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 |
|---|---|---|---|---|---|---|
| Giovanni Agnelli B.V. | 172,779,520 | 0 | 172,779,520 | 0 | 172,779,520 | 18.7% |
| Exor N.V. | 172,779,520 | 0 | 172,779,520 | 0 | 172,779,520 | 18.7% |
Filing
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
|
Koninklijke Philips NV (Name of Issuer) |
Ordinary shares, par value Euro 0.20 per share (Title of Class of Securities) |
000000000 (CUSIP Number) |
Jeff Hendrickson, Esq. Allen Overy Shearman Sterling LLP, One Bishops Square London, X0, E1 6AD 44 20 3088 0000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/15/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Giovanni Agnelli B.V. | ||||||||
| 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
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
172,779,520.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, CO |
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Exor N.V. | ||||||||
| 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
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
172,779,520.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary shares, par value Euro 0.20 per share | |
| (b) | Name of Issuer:
Koninklijke Philips NV | |
| (c) | Address of Issuer's Principal Executive Offices:
BREITNER CENTER, AMSTELPLEIN 2, AMSTERDAM,
NETHERLANDS
, 1096 BC. | |
Item 1 Comment:
This Amendment No. 3 (the "Amendment No. 3") relates to the Schedule 13D filed on August 23, 2023 (the "Original Schedule 13D"), as amended and supplemented by Amendment No. 1 (the "Amendment No. 1") on May 14, 2024 and Amendment No. 2 (the "Amendment No. 2") on June 21, 2024 (together with the Original Schedule 13D and Amendment No. 1, the "Schedule 13D"), which were filed with the Securities and Exchange Commission by (1) Giovanni Agnelli B.V. ("G.A.") and (2) Exor N.V. ("Exor") (each a "Reporting Person", and collectively referred to herein as the "Reporting Persons") with respect to the ordinary shares (the "Shares") of Koninklijke Philips NV ("Philips" or the "Issuer"). | ||
| Item 2. | Identity and Background | |
| (a) | The information set forth in Schedule A of Item 2 (c) of the Original Schedule 13D is hereby amended to the information set forth in Schedule A attached hereto. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth in Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
The Reporting Persons acquired an additional 9,061,663 Shares for an aggregate purchase price (subject to adjustment) of approximately Euro 223 million. The Reporting Persons own a total of 172,779,520 Shares having spent to date approximately Euro 3.5 billion in relation to the acquisition of the Shares. All Shares purchased by the Reporting Persons were purchased using investment capital of the Reporting Persons. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Original Schedule 13D is hereby amended and supplemented with the following information:
Rows (11) and (13) of the cover pages to this Amendment No. 3 are incorporated by reference herein. | |
| (b) | Rows (7) through (10) of the cover pages to this Amendment No.3 are hereby incorporated by reference. | |
| (c) | The information set forth in Items 3 of this Amendment No. 3 is incorporated by reference herein. The transactions in the class of securities reported on this Amendment that were effected during the past 60 days by or on behalf of the Reporting Persons are set forth in Schedule B. Other than those transactions, there were no other such transactions by the Reporting Persons that were effected during the past 60 days. | |
| (d) | Neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities indicated in this Item 5. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit Number Description of Exhibits
99.1 Joint Filing Agreement (filed herewith)
99.A Schedule A
99.B Schedule B
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| 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.
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