UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Tenaris S.A.
(Name of Issuer)
Ordinary Shares, $1.00 par value per share
(Title of Class of Securities)
88031 M 10 9
(CUSIP Number)
Fernando J. Mantilla
26, Boulevard Royal, Ground Floor, L-2449 Luxembourg, Grand-Duchy of Luxembourg
Telephone: +352 27209600
(Name, Address and Telephone number of Person Authorized to
Receive Notices and Communications)
N/A
(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 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).
Page 1 of 12
| CUSIP NO. 88031 M 10 9 |
| 1. | NAMES OF REPORTING PERSONS |
| ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| 00-0000000 | |
| 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): |
| N/A | |
| 5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| THE NETHERLANDS | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. |
SOLE VOTING POWER: 0
|
| 8. |
SHARED VOTING POWER: 713,605,187
| |
| 9. |
SOLE DISPOSITIVE POWER: 0
| |
| 10. |
SHARED DISPOSITIVE POWER: 713,605,187
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 713,605,187 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| ☐ | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 61.4%** |
| 14. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): HC |
| ** | The percent of class figures set forth in this Amendment No. 6 are calculated based on 1,180,536,830 issued and outstanding Ordinary Shares (as defined below) as of January 22, 2024, as published on the website of Tenaris S.A., of which 17,779,302 were held by Tenaris S.A. as treasury stock. |
Page 2 of 12
| CUSIP NO. 88031 M 10 9 |
| 1. | NAMES OF REPORTING PERSONS |
| SAN FAUSTIN S.A. | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| 00-0000000 | |
| 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): |
| N/A | |
| 5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| GRAND DUCHY OF LUXEMBOURG | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. |
SOLE VOTING POWER: 0
|
| 8. |
SHARED VOTING POWER: 713,605,187
| |
| 9. |
SOLE DISPOSITIVE POWER: 0
| |
| 10. |
SHARED DISPOSITIVE POWER: 713,605,187
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 713,605,187 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| ☐ | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 61.4%** |
| 14. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO |
Page 3 of 12
| CUSIP NO. 88031 M 10 9 |
| 1. | NAMES OF REPORTING PERSONS |
| TECHINT HOLDINGS S.À R.L. | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| 00-0000000 | |
| 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): |
| N/A | |
| 5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| GRAND DUCHY OF LUXEMBOURG | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. |
SOLE VOTING POWER: 713,605,187
|
| 8. |
SHARED VOTING POWER:
| |
| 9. |
SOLE DISPOSITIVE POWER: 713,605,187
| |
| 10. |
SHARED DISPOSITIVE POWER:
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 713,605,187 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| ☐ | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 61.4%** |
| 14. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO |
Page 4 of 12
This Amendment No. 6 amends and supplements the Schedule 13D originally filed on February 14th, 2011 (this “Amendment No. 6”), as further amended by Amendments No. 1, No. 2, No. 3, No. 4 and No. 5, on behalf of RP STAK, SAN FAUSTIN and TECHINT HOLDINGS (as defined thereunder), relating to the Ordinary Shares, par value $1 per share of Tenaris S.A. (the “Ordinary Shares”). This Amendment No. 6 reflects the changes in the composition of the voting committee, board of directors or executive officers of certain Reporting Persons, and also reflects an increase by 0.92% of the percent of class represented by the Ordinary Shares held by such Reporting Persons, from 60.45% to 61.37%, as reported on Rows 13 of the cover pages of this Schedule 13D, as a result of repurchases of Ordinary Shares made by Tenaris S.A. in the open market in the period from November 6, 2023 to January 12, 2024, under Tenaris S.A.’s share buyback program publicly announced on November 1, 2023. Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported on the Schedule 13D and its amendments.
Item 2. Identity and Background
This Schedule 13D is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) (collectively, the “Reporting Persons”).
| (a) | ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN (“RP STAK”) |
Fascinatio Boulevard 764, 2909 VA Capelle aan den IJssel, The Netherlands.
RP STAK is a private foundation (stichting) organized under the laws of The Netherlands. No person or group of persons controls RP STAK.
| (b) | SAN FAUSTIN S.A. (“SAN FAUSTIN”) |
26, Boulevard Royal, Ground Floor, L-2449 Luxembourg.
SAN FAUSTIN is a société anonyme (public limited liability company) organized under the laws of the Grand-Duchy of Luxembourg. RP STAK continues to control SAN FAUSTIN (i.e. it continues to have the ability to influence matters affecting, or submitted to a vote of the shareholders of SAN FAUSTIN, including the election of directors and the approval of certain corporate transactions and other matters concerning SAN FAUSTIN’s policies).
| (c) | TECHINT HOLDINGS S.À R.L. (“TECHINT HOLDINGS”) |
26, Boulevard Royal, Ground Floor, L-2449 Luxembourg.
TECHINT HOLDINGS is a société à responsabilité limitée (private limited liability company) organized under the laws of the Grand-Duchy of Luxembourg. All of the shares of TECHINT HOLDINGS are held by SAN FAUSTIN.
The name, residence or 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 voting committee member, executive officer or director, as applicable, of each Reporting Person are set forth in Schedule I and is incorporated into this Item 2 by reference.
During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, none of the persons listed on Schedule I has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information given by another Reporting Person.
Page 5 of 12
Item 5. Interest in Securities of the Issuer
| (a) (b) | RP STAK. See items (7) through (11) and (13) on page 2 |
SAN FAUSTIN. See items (7) through (11) and (13) on page 3
TECHINT HOLDINGS. See items (7) through (11) and (13) on page 4
| (c) | There have been no transactions in Ordinary Shares effected by the Reporting Persons or, to the best of the Reporting Person’s knowledge, any person or entity identified on Schedule I hereto, during the last 60 days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 7. | Material to Be Filed as Exhibits |
| *** | Previously filed as an exhibit to the Schedule 13D of Tenaris S.A. dated November 2nd, 2023 and incorporated by reference in this Amendment No. 6. |
Page 6 of 12
Schedule I
ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN
MANAGEMENT
| Manager | Residence or business address | Present Principal occupation | Citizenship |
| Earl Management (Netherlands) B.V. | Fascinatio Boulevard 764, 2909 VA Capelle aan den IJssel, The Netherlands | Management Company | Dutch |
VOTING COMMITTEE
| Members | Residence or business address | Present principal occupation | Citizenship |
| Paolo Rocca (Chairman) | Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina | Chairman & CEO of Tenaris S.A. | Italian |
| Gianfelice Rocca | Via Monte Rosa 93, 20149 Milan, Italy | Chairman of the Board of San Faustin S.A. | Italian |
| Roberto Bonatti | Viale Piave 4, 20129 Milan, Italy | Director of San Faustin S.A. | Italian |
| Sofía Bonatti Elias de Tejada | Rue Antoine Breart 167, Bruxelles, Belgium | Lawyer | Swiss |
| Giovanni Sardagna | Gravules-ch 10, 7522 La Punt Chamues-ch, Switzerland | Director of Investors’ relations of Tenaris S.A. | Italian |
| Andres Piñeyro | Paseo de Recoletos Nº 12, 3rd floor, 28001 Madrid, Spain | President of Meridium S.A. | Argentine |
| Lodovico Rocca | Via Monte Rosa 93, 20149 Milan, Italy | Vice-president of Techint E&C, Uruguay | Italian |
Page 7 of 12
SAN FAUSTIN S.A.
BOARD OF DIRECTORS
| Name | Residence or business address | Present principal occupation | Citizenship |
| Gianfelice Rocca | Via Monte Rosa 93, 20149 Milan, Italy | Chairman of the Board of San Faustin S.A. | Italian |
| Paolo Rocca | Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina | Chairman & CEO of Tenaris S.A. | Italian |
| Roberto Bonatti | Viale Piave 4, 20129 Milan, Italy | Director of San Faustin S.A. | Italian |
| Guido Bonatti | Via Donizetti 57, Milan, Italy | Financial Advisor | Italian |
| Nicola Drago | 2, Ugo Bassi, 20159 Milan, Italy | Vice-president of De Agostini SpA | Italian |
| Giorgio Alliata di Montereale |
Carlos M. Della Paolera 299, 18th floor, Buenos Aires, Argentina |
Economist | Italian |
| Bob Kneip | 33, rue des Puits de Romain, L-8070, Bertrange, Luxembourg | Vice-Chairman of Kneip Communication Luxembourg | Luxembourger |
| Andres Piñeyro | Paseo de Recoletos Nº12, 3rd floor, 28001 Madrid, Spain | President, Meridium S.A., Buenos Aires | Argentine |
| Lodovico Rocca | Via Monte Rosa 93, 20149 Milan, Italy | Vice-president of Techint E&C, Uruguay | Italian |
| Giovanni Sardagna | Gravules-ch 10, 7522 La Punt Chamues-ch, Switzerland | Director of Investors’ relations of Tenaris S.A. | Italian |
| Paolo Bassetti | Strada Principală 216. Copsa Mare, Sibiu 557046, Romania | Director of BEPA Investitii Consultor SRL, Bucarest, Romania | Italian |
OFFICERS
| Name | Residence or business address | Present principal occupation | Citizenship |
|
Chairman of the Board Gianfelice Rocca |
Via Monte Rosa 93, 20149 Milan, Italy | Chairman of the Board of San Faustin S.A. | Italian |
|
President Paolo Rocca |
Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina | Chairman & CEO of Tenaris S.A. | Italian |
|
Vice-president Giovanni Sardagna |
Gravules-ch 10, 7522 La Punt chamues-ch, Switzerland | Director of Investors’ relations of Tenaris S.A. | Italian |
|
Secretary of the Board of Directors and Chief Legal Officer Fernando Jorge Mantilla |
Carlos M. Della Paolera 299, 16th floor, Buenos Aires, Argentina |
Chief Legal Officer of San Faustin S.A. | Argentine |
|
Assistant Secretary of the Board of Directors Mariana Peña-Pinon |
26, Boulevard Royal, Ground Floor, L-2449 Luxembourg | Legal Manager of San Faustin S.A. | French |
|
Chief Financial Officer Mario O. Lalla |
Av. Leandro N. Alem 1067, 28th floor, Buenos Aires, Argentina | Chief Financial Officer of San Faustin S.A. | Argentine |
|
General Manager Diego Fortunato |
26, Boulevard Royal, Ground Floor, L-2449 Luxembourg | General Manager of San Faustin S.A. | Italian |
Page 8 of 12
TECHINT HOLDINGS S.à r.l.
BOARD OF MANAGERS
| Name | Residence or business address | Present principal occupation | Citizenship |
|
Gianfelice M. Rocca (Chairman) |
Via Monte Rosa 93, 20149 Milan, Italy | Chairman of the Board of San Faustin S.A. | Italian |
|
Paolo Rocca (Vice-chairman) |
Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina | Chairman & CEO of Tenaris S.A. | Italian |
| Mario O. Lalla | Av. Leandro N. Alem 1067, 28th floor, Buenos Aires, Argentina | Chief Financial Officer of San Faustin S.A. | Argentine |
| Alain Renard | 74, Grand-Rue, L-1660 Luxembourg, Grand Duchy of Luxembourg | Member of the Executive Committee of Atalux | French |
| Diego Fortunato | 26, Boulevard Royal, Ground Floor, L-2449 Luxembourg | General Manager of San Faustin S.A. | Italian |
Page 9 of 12
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN to sign this statement, certify that the information set forth in this statement is true, complete and correct.
Pursuant to Rule 13d-1(k)(1), the undersigned joins in the filing of this Amendment No. 6 on his own behalf and on behalf of SAN FAUSTIN S.A. and TECHINT HOLDINGS S.À R.L.
January 22, 2024
| /s/ Fernando J. Mantilla | |
| Attorney-in-fact |
Page 10 of 12
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by SAN FAUSTIN S.A. to sign this statement, certify that the information set forth in this statement is true, complete and correct.
Pursuant to Rule 13d - 1(k)(1), the undersigned joins in the filing of this Amendment No. 6 on his own behalf and on behalf of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN and TECHINT HOLDINGS S.À R.L.
January 22, 2024
| /s/ Fernando J. Mantilla | |
| Attorney-in-fact |
Page 11 of 12
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by TECHINT HOLDINGS S.À R.L. to sign this statement, certify that the information set forth in this statement is true, complete and correct.
Pursuant to Rule 13d-1(k)(1), the undersigned joins in the filing of this Amendment No. 6 on his own behalf and on behalf of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN and SAN FAUSTIN S.A.
January 22, 2024
| /s/ Fernando J. Mantilla | |
| Attorney-in-fact |
Page 12 of 12