| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
Ermenegildo Zegna N.V. (Name of Issuer) |
Ordinary shares, nominal value Euro 0.02 per share (Title of Class of Securities) |
N30577105 (CUSIP Number) |
12/31/2024 (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) |
SCHEDULE 13G |
| CUSIP No. | N30577105 |
| 1 | Names of Reporting Persons MONTERUBELLO S.S. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization ITALY | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 152,734,550.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 60.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
With respect to the response to Item 5 on this cover page, see response to Item 4(c)(i).
With respect to the response to Item 11 on this cover page, see response to Item 4(b).
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Ermenegildo Zegna N.V. | |
| (b) | Address of issuer's principal executive
offices: Viale Roma 99/100, 13835 Valdilana loc. Trivero, Italy | |
| Item 2. | ||
| (a) | Name of person filing: MONTERUBELLO S.S. ("Monterubello") | |
| (b) | Address or principal business office or, if
none, residence: Monterubello's principal place of business is Via Marconi 23, 13835 Valdilana loc. Trivero, Italy | |
| (c) | Citizenship: Monterubello is organized under the laws of Italy | |
| (d) | Title of class of securities: Ordinary shares, nominal value Euro 0.02 per share | |
| (e) | CUSIP No.: N30577105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: See response to Item 9 on the cover page | |
| (b) | Percent of class: See response to Item 11 on the cover page. Such percentage is calculated based on 252,503,479 ordinary shares of Ermenegildo Zegna N.V. ("Zegna" or the "Issuer"), nominal value Euro 0.02 per share (the "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 Monterubello's ownership of Zegna Special Voting Shares A described in Item 4(c)(i) below, Monterubello's voting power in Zegna is approximately 74.2% . 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) 252,503,479 Ordinary Shares issued and outstanding and 154,981,350 Zegna Special Voting Shares A issued and outstanding. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See response to Item 5 on the cover page. 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 above) 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.
| ||
| (ii) Shared power to vote or to direct the
vote: See response to Item 6 on the cover page | ||
| (iii) Sole power to dispose or to direct the
disposition of: See response to Item 7 on the cover page | ||
| (iv) Shared power to dispose or to direct the
disposition of: See response to Item 8 on the cover page | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
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. | Certifications: |
Not Applicable
|
| 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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