UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. ___)*
Under the Securities Exchange Act of 1934
Stevanato Group S.p.A.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
T9224W109
(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 (the “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).
| CUSIP No. T9224W109 | SCHEDULE 13G | Page 2 of 5 |
| 1 |
NAMES OF REPORTING PERSONS
Stevanato Holding S.r.l. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Italy | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
230,596,476 (1) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
230,596,476 (1) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,596,476 (1) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
87.1% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC | |||||
| (1) | Reflects 230,596,476 ordinary shares (“Ordinary Shares”) of Stevanato Group S.p.A. (the “Issuer”) issuable upon conversion of 230,596,476 Class A ordinary shares (“Class A Ordinary Shares”) of the Issuer held by Stevanato Holding S.r.l. (the “Reporting Person”). Class A Ordinary Shares are convertible into Ordinary Shares at the option of the holder on a one-for-one basis. |
| (2) | The percentage ownership is calculated based upon 34,103,005 Ordinary Shares outstanding as of completion of the over-allotment option closing of the Issuer’s initial public offering on August 18, 2021, and takes into account the 230,596,476 Ordinary Shares issuable to the Reporting Person upon the conversion of the 230,596,476 Class A Ordinary Shares held by the Reporting Person. |
| CUSIP No. T9224W109 | SCHEDULE 13G | Page 3 of 5 |
| Item 1(a) | Name of Issuer: | |
| Stevanato Group S.p.A. | ||
| Item 1(b). | Address of Issuer’s Principal Executive Offices: | |
| Via Molinella 17 35017 Piombino Dese – Padua Italy | ||
| Item 2(a). | Name of Person Filing: | |
| This Schedule 13G is being filed on behalf of Stevanato Holding S.r.l., an Italian limited liability company | ||
| Item 2(b). | Address of Principal Business Office or, if none, Residence: | |
| Via Niccolo Tommaseo 69/D 35131 – Padua Italy | ||
| Item 2(c). | Citizenship: | |
| Republic of Italy | ||
| Item 2(d). | Titles of Classes of Securities: | |
| Ordinary Shares | ||
| Item 2(e). | CUSIP Number: | |
| T9224W109 | ||
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n): | |
| Not Applicable. | ||
| Item 4. | Ownership | |
| The information required by Items 4(a) – (c) of Schedule 13G is set forth in Rows 5 through 11 of the cover page for the Reporting Person and is incorporated herein by reference. | ||
| CUSIP No. T9224W109 | SCHEDULE 13G | Page 4 of 5 |
| 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 the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. | |
| 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. T9224W109 | SCHEDULE 13G | Page 5 of 5 |
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.
Dated: February 14, 2022
| Stevanato Holding S.r.l.
| ||||
| By: | /s/ Franco Stevanato | |||
| Name: | Franco Stevanato | |||
| Title: | Chief Executive Officer | |||