SEC Form SC 13D filed

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Sophie Paquin

Bpifrance Participations S.A.

27-31 avenue du Général Leclerc

94710 Maisons-Alfort Cedex

France

+33 1 53 89 55 73

With a copy to:

Daniel Hurstel

Gabriel Flandin

Willkie Farr & Gallagher LLP

21-23 rue de la Ville l'Evêque

75008 Paris

+33 1 53 43 45 00

---

(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 ☐.

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 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.

* Percentage calculated based on 3,119,934,695 Common Shares outstanding as of January 22, 2021 at 4PM EST, as reported by the Issuer at https://www.stellantis.com/en/investors/stock-and-shareholder-info/stock-info.

* Percentage calculated based on 3,119,934,695 Common Shares outstanding as of January 22, 2021 at 4PM EST, as reported by the Issuer at https://www.stellantis.com/en/investors/stock-and-shareholder-info/stock-info.

* Percentage calculated based on 3,119,934,695 Common Shares outstanding as of January 22, 2021 at 4PM EST, as reported by the Issuer at https://www.stellantis.com/en/investors/stock-and-shareholder-info/stock-info.

* Percentage calculated based on 3,119,934,695 Common Shares outstanding as of January 22, 2021 at 4PM EST, as reported by the Issuer at https://www.stellantis.com/en/investors/stock-and-shareholder-info/stock-info.

* Percentage calculated based on 3,119,934,695 Common Shares outstanding as of January 22, 2021 at 4PM EST, as reported by the Issuer at https://www.stellantis.com/en/investors/stock-and-shareholder-info/stock-info.

Item 1. Security and Issuer.

This Schedule 13D (this “Schedule 13D”) relates to the Ordinary Shares, nominal value €0.01 per share (the “Common Shares”) of Stellantis N.V. (the “Issuer”). The Issuer’s principal executive offices are located at Singaporestraat 92-100, 1175 RA Lijnden, the Netherlands.

Item 2. Identity and Background.

(a) This Schedule 13D is filed jointly by

(i) Lion Participations S.A.S., a société par actions simplifiée incorporated under the laws of the Republic of France (“Lion Participations”),

(ii) Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France (“Bpifrance Participations”),

(iii) Bpifrance S.A. (“Bpifrance”), a société anonyme incorporated under the laws of the Republic of France,

(iv) Caisse des Dépôts et Consignations, a French special public entity (établissement spécial) (“CDC”), and

(v) EPIC Bpifrance, a French public institution of industrial and commercial nature (“EPIC”).

Lion Participations, Bpifrance Participations, Bpifrance, CDC and EPIC are referred to in this Schedule 13D individually as a “Reporting Person” and collectively as the “Reporting Persons.” This Schedule 13D is being filed pursuant to a Joint Filing Agreement (the “Joint Filing Agreement”), attached hereto as Exhibit 1.

(b) The principal address for Lion Participations is 6-8 boulevard Haussmann 75009 Paris, France. The principal address for Bpifrance Participations, Bpifrance and EPIC is 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. The principal address for CDC is 56, rue de Lille, 75007 Paris, France.

(c) Lions Participations is principally a French holding company without its own independent operations and a wholly-owned subsidiary of Bpifrance Participations. Bpifrance Participations is a French public company principally engaged in the business of equity financing via direct investments or fund of funds and a wholly-owned subsidiary of Bpifrance. Bpifrance is a French financial institution principally engaged in the provision of financing to businesses. CDC and EPIC each hold 49.3% of the share capital of Bpifrance and jointly control Bpifrance. CDC is principally engaged in the business of long-term investments. EPIC is a French public institution of industrial and commercial nature principally engaged in the holding of Bpifrance’s shares.

Attached as Appendices A, B, C, D and E is information concerning the executive officers and directors of Lion Participations, Bpifrance Participations, Bpifrance, CDC and EPIC, respectively, which is incorporated by reference into this Item 2.

(d)-(e) None of the Reporting Persons, nor, to the best of their knowledge, any of the persons named in Appendices A, B, C, D and E attached hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

On January 16, 2021, pursuant to that certain Combination Agreement, dated as of December 17, 2019, by and between Fiat Chrysler Automobiles N.V. (“FCA”) and Peugeot S.A. (“PSA”) (as amended September 14, 2020, the “Combination Agreement”), PSA merged with and into FCA (the “Merger”) with FCA surviving the Merger as the Issuer and renamed “Stellantis N.V.”

Upon consummation of the Merger, each share of PSA ordinary stock (“PSA Shares”) outstanding immediately prior to the Merger converted into the right to receive 1.742 Common Shares.

In accordance with the terms of the Combination Agreement, upon consummation of the Merger, the 110,622,220 PSA Shares held by Lion Participations converted into 192,703,907 Common Shares (the “Direct Lion Shares”), and (ii) the 5,357,175 PSA shares held by CDC, as a result of its ownership stake in CNP Assurances S.A. and La Banque Postale S.A., converted into 9,332,194 Common Shares (the “Indirect CDC Shares”).

The foregoing description of the Combination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 2 hereto and incorporated by reference into this Item 3.

Item 4. Purpose of Transaction.

Lion Participations acquired the Direct Lion Shares as part of the Merger described above. CDC acquired the Indirect CDC Shares as part of the Merger described above. Item 3 is incorporated by reference into this Item 4. Additionally, CDC previously acquired 6,558 Common Shares (the “Direct CDC Shares”) for investment purposes.

Except as set forth in this Schedule 13D, none of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the matters described in Item 4(a)-(j) of Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters.

Item 5. Interest in Securities of the Issuer.

The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated by reference in its entirety into this Item 5.

The percentages set forth in this Item 5 are based on 3,119,934,695 Common Shares outstanding as of January 22, 2021 at 4PM EST, as reported by the Issuer at https://www.stellantis.com/en/investors/stock-and-shareholder-info/stock-info

(a) and (b) As a result of the Merger, each Reporting Person other than CDC beneficially owns, and may be deemed to have shared voting and dispositive power with respect to, 192,703,907 Common Shares, which represents 6.2% of the issued and outstanding Common Shares. As a result of the Merger, CDC beneficially owns, and may be deemed to have shared voting and dispositive power with respect to, 202,042,659 Common Shares, which represents 6.5% of the issued and outstanding Common Shares. The Reporting Persons other than CDC disclaim beneficial ownership of the Indirect CDC Shares and the Direct CDC Shares.

(c) There have been no reportable transactions with respect to the Common Shares of the Issuer within the last 60 days by the Reporting Persons other than as described in this Schedule 13D.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Pursuant to the Articles of Association of the Issuer (the “AOA”), so long as Bpifrance and any affiliate of Bpifrance that is controlled by Bpifrance (collectively, “BPI”), jointly hold 5% or more of the issued and outstanding Common Shares, and Bpifrance has not undergone a Change of Control (as defined in the AOA), the board of directors of the Issuer (the “Board”) will include a director nominated by Bpifrance. Notwithstanding the foregoing, if at any time within the 6 years following the closing of the Merger, (a) Common Shares held by BPI represent between 4% and 5% of the issued and outstanding Common Shares; (b) Établissements Peugeot Frère, FFP S.A. and their affiliates (collectively, “EPF/FFP”), have not lost their right to nominate a director to the Board pursuant to the AOA; and (c) the number of Common Shares held by BPI and EPF/FFP represents, in aggregate, 8% or more of the issued and outstanding Common Shares, BPI will maintain its right to nominate a director to the Board. In connection with the Merger, Bpifrance nominated, and the shareholders of the Issuer elected, Nicolas Dufourcq to the Board. The AOA further provides that a shareholder of the Company will be eligible to receive a special voting share of the Issuer, which entitles the shareholder to exercise 1 additional vote in a vote of the Common Shares, for each Common Share held without interruption for a 3-year period and registered in the “Loyalty Register” of the Company. The Reporting Persons have registered the Direct Lion Shares in the Loyalty Register. The foregoing description of the AOA does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 3 hereto and incorporated by reference into this Item 6.

In connection with the Merger, Lion Participations and Bpifrance Participations entered into a letter agreement, dated December 17, 2019 (the “Letter Agreement”) with PSA, setting forth, among other things, the following undertakings relating to the Merger and the future governance of the Issuer: support of the Merger; a 7-year prohibition against the acquisition of, and solicitation of proxies for, Common Shares; and a 3-year transfer restriction, subject to an exception permitting the transfer of PSA Shares (prior to the Merger) or Common Shares (following the Merger) amounting to no more than 2.5% of the Common Shares to persons unaffiliated with Lion Participations and Bpifrance Participations. The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 4 hereto and incorporated by reference into this Item 6.

On January 25, 2021, the Reporting Persons entered into the Joint Filing Agreement, in which the Reporting Persons agreed to the joint filing of statements on Schedule 13D with respect to the securities of the Issuer. The foregoing description of the Joint Filing Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 1 hereto and incorporated by reference into this Item 6.

Item 7. Material to be Filed as Exhibits.

1 – Joint Filing Agreement.

2 – Combination Agreement (Incorporated by reference to Exhibit 2.1 of the Registration Statement on Form F-4 filed by FCA with the U.S. Securities and Exchange Commission on November 20, 2020 (the “Registration Statement”)).

3 – AOA (Incorporated by reference to Exhibit 3.3 of the Registration Statement).

4 – Letter Agreement (Incorporated by reference to Exhibit 10.4 of the Registration Statement).

SIGNATURES

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.

APPENDIX A

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

LION PARTICIPATIONS S.A.S.

The name, business address and present principal occupation or employment of each of the directors and executive officers of Lion Participations S.A.S. are set forth below. The business address of each director and executive officer is Lion Participations S.A., 6-8 boulevard Haussmann 75009 Paris, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

DIRECTOR

APPENDIX B

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

BPIFRANCE PARTICIPATIONS S.A.

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance Participations S.A. are set forth below. The business address of each director and executive officer is Bpifrance Participations S.A., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

BOARD OF DIRECTORS

EXECUTIVE OFFICERS

APPENDIX C

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

BPIFRANCE S.A.

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance S.A. are set forth below. The business address of each director and executive officer is Bpifrance S.A., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

DIRECTORS

APPENDIX D

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

CAISSE DES DÉPÔTS

The name, business address and present principal occupation or employment of each of the members of the Management Committee of Caisse des Dépôts are set forth below. The business address of each director and executive officer is Caisse des Dépôts, c/o 56, rue de Lille, 75007 Paris, France. Unless otherwise indicated, each such person is a citizen of France.

MANAGEMENT COMMITTEE

APPENDIX E

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

EPIC BPIFRANCE

The name, business address and present principal occupation or employment of each of the directors and executive officers of EPIC Bpifrance are set forth below. The business address of each director and executive officer is EPIC Bpifrance, 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

DIRECTORS