SEC Form SC 13G filed by Genenta Science S.p.A.
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13D-1(b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(b)
| Genenta Science S.p.A. |
| (Name of Issuer) |
| Ordinary Shares |
| (Title of Class of Securities) |
| 36870W100 |
| (CUSIP Number) |
| December 31, 2021 |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1 (b) | |
| ☐ | Rule 13d-1 (c) | |
| ☒ | Rule 13d-1 (d) |
* 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 the disclosures provided in a prior cover page.
The information required in 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
| CUSIP No. 36870W100 | 13G | Page 2 of 4 Pages |
| 1 | NAME OF REPORTING PERSON | ||
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |||
| Luigi Naldini | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |
| (b) ☒ | |||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Italy | |||
| NUMBER OF | 5 | SOLE VOTING POWER | |
| SHARES | |||
| BENEFICIALLY | 1,386,145 | ||
| OWNED BY | 6 | SHARED VOTING POWER | |
| EACH | |||
| REPORTING | 0 | ||
| PERSON | 7 | SOLE DISPOSITIVE POWER | |
| 1,386,145 | |||
| 8 | SHARED DISPOSITIVE POWER | ||
| 0 | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 1,386,145 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||
| 7.6% | |||
| 12 | TYPE OF REPORTING PERSON | ||
| IN | |||
* Based on 18,216,858 ordinary shares outstanding as of December 31, 2021.
| CUSIP No. 36870W100 | 13G | Page 3 of 4 Pages |
| Item 1(a). | Name of Issuer: Genenta Science S.p.A. |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: Via Olgettina No. 58, 20132 Milan, Italy. |
| Item 2(a). | Name of Person Filing: Luigi Naldini. |
| Item 2(b). | Address of Principal Business Office or if none, Residence: Strada Malaspina 16, 20096 Milan, Italy. |
| Item 2(c). | Citizenship: Italy |
| Item 2(d). | Title of Class of Securities: Ordinary shares |
| Item 2(e). | CUSIP Number: 36870W100 |
| Item 3. | Not Applicable |
| Item 4. | Ownership: |
| (a) | Amount Beneficially Owned: 1,386,145. | |||
| (b) | Percent of Class: 7.6%, based on 18,216,858 ordinary shares outstanding as of December 31, 2021. | |||
| (c) | Number of shares as to which such person has: | |||
| (i) | sole power to vote or to direct the vote: 1,386,145 | |||
| (ii) | shared power to vote or to direct the vote: 0 | |||
| (iii) | sole power to dispose or to direct the disposition of: 1,386,145 | |||
| (iv) | shared power to dispose or to direct the disposition of: 0 | |||
| Item 5. | Ownership of Five Percent or Less of a Class: Not Applicable |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: Not Applicable |
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Securities: Not Applicable |
| Item 8. | Identification and Classification of Members of the Group: Not Applicable |
| Item 9. | Notice of Dissolution of Group: Not Applicable |
| Item 10. | Certification: Not Applicable |
| CUSIP No. 36870W100 | 13G | Page 4 of 4 Pages |
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.
| February 18, 2022 | |
| /s/ Luigi Naldini | |
| Luigi Naldini |