(Amendment No. 14)
Gamal M. Abouali
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
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 ☐.
* 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).
CUSIP No. 03938L104
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HSBC Trustee (C.I.) Limited, as trustee of the Platinum Trust
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey, Channel Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
385,576,399
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
385,576,399
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
385,576,399
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.9%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
*
|
The percent of class figures set
forth in this Fourteenth Amendment (as defined below) are calculated based on 1,036,392,746 issued and outstanding ArcelorMittal
Shares (as defined below) as of June 18, 2021, as published on the website of ArcelorMittal, and the $100 million in principal
amount of Convertible Notes (as defined below) held by Lumen Investments S.à r.l., which are convertible into ArcelorMittal
Shares at the minimum conversion ratio under the terms of the Convertible Notes.
|
CUSIP No. 03938L104
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lakshmi N. Mittal
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of India
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
286,742
|
8
|
SHARED VOTING POWER
385,576,399
|
9
|
SOLE DISPOSITIVE POWER
286,742
|
10
|
SHARED DISPOSITIVE POWER
385,576,399
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
385,863,141
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☒
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.9%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
CUSIP No. 03938L104
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Usha Mittal
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of India
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
25,500
|
8
|
SHARED VOTING POWER
385,576,399
|
9
|
SOLE DISPOSITIVE POWER
25,500
|
10
|
SHARED DISPOSITIVE POWER
385,576,399
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
385,601,899
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.9%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
CUSIP No. 03938L104
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Grandel Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Gibraltar
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
385,576,399
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
385,576,399
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
385,576,399
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.9%
|
14
|
TYPE OF REPORTING PERSON
HC
|
|
|
|
|
CUSIP No. 03938L104
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lumen Investments S.à r.l.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
321,918,051
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
321,918,051
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
321,918,051
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.8%
|
14
|
TYPE OF REPORTING PERSON
HC
|
|
|
|
|
CUSIP No. 03938L104
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nuavam Investments S. à r.l.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
63,658,348
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
63,658,348
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,658,348
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
|
14
|
TYPE OF REPORTING PERSON
HC
|
|
|
|
|
This Amendment No. 14 (this “Fourteenth Amendment”)
to Schedule 13D amends and supplements Amendment No.13 to Schedule 13D, filed February 16, 2021, Amendment No. 12 to Schedule 13D, filed
May 29, 2020, Amendment No. 11 to Schedule 13D, filed May 13, 2020, Amendment No. 10 to Schedule 13D, filed April 12, 2016, Amendment
No. 9 to Schedule 13D, filed March 15, 2016, Amendment No. 8 to Schedule 13D, filed February 5, 2016, Amendment No. 7 to Schedule 13D,
filed January 11, 2013, Amendment No. 6 to Schedule 13D, filed June 23, 2010, Amendment No. 5 to Schedule 13D, filed April 12, 2010, Amendment
No. 4 to Schedule 13D, filed May 8, 2009, Amendment No. 3 to Schedule 13D, filed April 3, 2009, Amendment No. 2 to Schedule 13D, filed
November 20, 2007, Amendment No. 1 to Schedule 13D, filed August 30, 2006, as well as the statement on Schedule 13D originally filed on
December 27, 2004 (as amended, the “Statement”) with the Securities and Exchange Commission (the “Commission”)
relating to the Ordinary Shares, without nominal value, of ArcelorMittal (“ArcelorMittal Shares”), a company organized
under the laws of The Grand Duchy of Luxembourg (“ArcelorMittal” or the “Company”) and the successor
entity by merger to Mittal Steel Company N.V., a company organized under the laws of the Netherlands (“Mittal Steel”).
Unless otherwise indicated, capitalized terms used but not defined in this Fourteenth Amendment have the meanings ascribed to such terms
in the Statement.
Item 2. Identity and Background.
Schedules C and D of the Statement are hereby
amended and restated by Schedules C and D, respectively, of this Fourteenth Amendment.
Item 3. Source and Amount of Funds or other Consideration.
The response set forth in Item 3 of the Statement
is hereby amended by deleting the previous response in its entirety and replacing it with the following:
No material acquisition of beneficial ownership
of ArcelorMittal Shares has been made by any of the persons named in Item 2 of the Statement since the filing of the Thirteenth Amendment
by the Reporting Persons.
Item 4. Purpose of Transaction.
The first three disclosure paragraphs of the
response set forth in Item 4 of the Statement are hereby amended by deleting the paragraphs in their entirety and replacing them with
the following:
On February 11, 2021, ArcelorMittal announced a share
buy-back program for an aggregate maximum amount of $650,000,000 (the “First Buy-Back Program”). ArcelorMittal also
announced that upon completion of the First Buy-Back Program, it will commence a further share buy-back program for an aggregate amount
of $570,000,000 (the “Second Buy-Back Program”, and together with the First Buy-Back Program, the “Programs”).
In connection with the Programs, ArcelorMittal and Lumen entered into a Share Repurchase Agreement (as defined below). The First Buy-Back
Program and the Second Buy-Back Program concluded on March 4, 2021 and June 18, 2021, respectively. Lumen sold 16,338,603 ArcelorMittal
Shares under the Programs.
On June 18, 2021, ArcelorMittal announced a third buy-back
program for an aggregate maximum amount of $750,000,000 (the “Third Buy-Back Program”). On each trading day during
which ArcelorMittal conducts purchases under the Third Buy-Back Program, ArcelorMittal and Lumen have agreed to purchase and sell, respectively,
a number of ArcelorMittal Shares, such that the number of ArcelorMittal Shares so purchased and sold represents 36.34% of the sum of:
(i) the total number of shares purchased by ArcelorMittal under the Third Buy-Back Program (other than from Lumen) and (ii) the number
of ArcelorMittal Shares purchased by ArcelorMittal from Lumen pursuant to the Amendment Agreement (as defined below), in each case on
that trading day.
The foregoing summary of Lumen’s undertaking
to participate in the Third Buy-Back Program should be read in conjunction with the full text of the Share Repurchase Agreement (as defined
below) and the Amendment Agreement (as defined below), copies of which are included as Exhibit 8 and Exhibit 9, respectively, to this
Fourteenth Amendment and which are incorporated herein by reference. The descriptions of the Share Repurchase Agreement and the Amendment
Agreement as set forth in Item 6 of this Fourteenth Amendment are incorporated by reference herein.
Item 5. Interest in Securities of the Issuer.
The response set forth in Items 5(a)-(c) of
the Statement is hereby amended by deleting the previous response in its entirety and replacing it with the following:
(a) Lumen is the direct owner of 312,737,211
ArcelorMittal Shares. Lumen is also the direct owner of $100,000,000 in principal amount of 5.50% Mandatorily Convertible Subordinated
Notes due 2023 of ArcelorMittal (the “Convertible Notes”). Lumen may convert its Convertible Notes into 9,180,840 of
ArcelorMittal Shares. Accordingly, Lumen is the beneficial owner of 321,918,051 ArcelorMittal Shares in total, representing 30.8% of the
ArcelorMittal Shares outstanding.
Nuavam is the direct owner of 63,658,348 ArcelorMittal
Shares, representing 6.1% of the ArcelorMittal Shares outstanding.
Grandel is the indirect owner of 385,576,399
ArcelorMittal Shares, representing 36.9% of the ArcelorMittal Shares, by virtue of its 100% indirect ownership of Lumen and Nuavam.
The Trustee is the indirect beneficial owner
of 385,576,399 ArcelorMittal Shares, representing 36.9% of the ArcelorMittal Shares, by virtue of its beneficial ownership of 70% of the
Class A voting shares of Grandel, as discussed in greater detail in Item 2 of the Statement.
Mr. Mittal is the direct owner of 286,742 ArcelorMittal
Shares representing less than 0.1% of the ArcelorMittal Shares outstanding. Furthermore, under the terms of the Platinum Trust Deed, Mr.
Mittal shares with Mrs. Mittal and the Trustee beneficial ownership of 70% of the Class A voting shares of Grandel and accordingly Mr.
Mittal is the beneficial owner of 385,863,141 ArcelorMittal Shares in total, representing 36.9% of the ArcelorMittal Shares outstanding.
In addition, Mr. Mittal holds a total of 371,145 performance share units, granted by ArcelorMittal pursuant to its Group Management Board
Performance Share Unit Plan (“PSU”), of which 49,431 may vest in 2021, 154,409 may vest in 2022, 89,933 may vest in
2023 and 77,372 may vest in 2024. As the vesting of PSUs is dependent on company performance criteria not fully within the control of
the PSU holder, Mr. Mittal does not beneficially own ArcelorMittal Shares by virtue of his ownership of the PSUs.
Mrs. Mittal is the direct owner of 25,500 ArcelorMittal
Shares, representing less than 0.1% of the ArcelorMittal Shares outstanding. Additionally, under the terms of the Platinum Trust
Deed, Mrs. Mittal shares with Mr. Mittal and the Trustee beneficial ownership of 70% of the Class A voting shares of Grandel and accordingly
Mrs. Mittal is the beneficial owner of 385,601,899 ArcelorMittal Shares in total, representing 36.9% of the ArcelorMittal Shares outstanding.
Aditya Mittal is the direct owner of 120,413
ArcelorMittal Shares, representing less than 0.1% of the ArcelorMittal Shares outstanding. Aditya Mittal holds a total of 328,007 PSUs
of which 40,653 may vest in 2021, 133,720 may vest in 2022, 82,584 may vest in 2023 and 71,050 may vest in 2024. As the vesting of PSUs
is dependent on company performance criteria not fully within the control of the PSU holder, Aditya Mittal does not beneficially own ArcelorMittal
Shares by virtue of his ownership of the PSUs. Aditya Mittal is the son of Mr. Mittal and Mrs. Mittal.
Vanisha Mittal Bhatia is the direct owner of
8,500 ArcelorMittal Shares, representing less than 0.1% of the ArcelorMittal Shares outstanding. Vanisha Mittal Bhatia is the daughter
of Mr. Mittal and Mrs. Mittal.
The calculation of the beneficial
ownership percentages set forth in Item 5(a) and 5(b) is based on 1,102,809,772 ArcelorMittal Shares issued as of June 18, 2021 as
published on the website of ArcelorMittal, of which 66,417,026 were held by ArcelorMittal as treasury stock, and on the Convertible
Notes held by the Reporting Persons converted at the minimum conversion ratio under the terms of the Convertible Notes.
(b) Lumen has the power to vote or to direct
the vote or dispose or direct the disposition of 312,737,211 ArcelorMittal Shares. In addition, Lumen also holds Convertible Notes, which
it may convert into 9,180,840 ArcelorMittal Shares and would upon conversion have the power to vote or direct the vote or dispose of such
ArcelorMittal Shares. Lumen shares such powers with Mr. Mittal, Mrs. Mittal, the Trustee and Grandel, by virtue of their indirect beneficial
ownership of Lumen. Accordingly, Lumen shares with the persons specified in the immediately preceding sentence the power to vote or to
direct the vote or dispose or direct the disposition of 321,918,051 ArcelorMittal Shares, representing 30.8% of the ArcelorMittal Shares
outstanding.
Nuavam has the power to vote or to direct the
vote or dispose or direct the disposition of 63,658,348 ArcelorMittal Shares. Nuavam shares such powers with Mr. Mittal, Mrs. Mittal,
the Trustee and Grandel, by virtue of their indirect beneficial ownership of Nuavam. Accordingly, Nuavam shares with the persons specified
in the immediately preceding sentence the power to vote or to direct the vote or dispose or direct the disposition of 63,658,348 ArcelorMittal
Shares, representing 6.1% of the ArcelorMittal Shares outstanding.
Grandel has the power to vote or to direct the
vote or dispose or direct the disposition of 376,395,559 ArcelorMittal Shares, which it shares with Mr. Mittal, Mrs. Mittal and the Trustee,
by virtue of the Trustee’s ownership of 70% of the Grandel voting shares and the terms of the Platinum Trust Deed, as well as with
Lumen and Nuavam as described in the preceding two paragraphs. In addition, Grandel would also have shared voting and dispositive power
over the 9,180,840 ArcelorMittal Shares into which the Convertible Notes held by Lumen may be converted and, accordingly, Grandel shares
the power to vote or to direct the vote or dispose or direct the disposition of 385,576,399 ArcelorMittal Shares, representing 36.9% of
the ArcelorMittal Shares outstanding.
The Trustee (subject to its obligations under
the Platinum Trust Deed and its obligations as a fiduciary under applicable law) has the power to vote or to direct the vote or dispose
or direct the disposition of 376,395,559 ArcelorMittal Shares, which it shares with Mr. Mittal and Mrs. Mittal by virtue of their shared
beneficial ownership (as such term is defined under Rule 13d-3 under the Act) of 70% of the Class A voting shares in Grandel, as well
as with Lumen, Nuavam and Grandel as described in the preceding three paragraphs. In addition, the Trustee would also have shared voting
and dispositive power over the 9,180,840 ArcelorMittal Shares into which the Convertible Notes held by Lumen may be converted and, accordingly,
the Trustee shares with the persons specified in the immediately preceding sentence the power to vote or to direct the vote or dispose
or direct the disposition of 385,576,399 ArcelorMittal Shares, representing 36.9% of the ArcelorMittal Shares outstanding.
Mr. Mittal has the sole power to vote or to
direct the vote or dispose or direct the disposition of the 286,742 ArcelorMittal Shares that he owns directly, representing less than
0.1% of the ArcelorMittal Shares outstanding. Mr. Mittal, Mrs. Mittal and the Trustee also share beneficial ownership of 70% of the Class
A voting shares of Grandel, thereby sharing power to vote or to direct the vote or dispose or direct the disposition of ArcelorMittal
Shares as described in the third paragraph of Item 5(b). Accordingly, Mr. Mittal shares the power to vote or to direct the vote or dispose
or direct the disposition of 385,576,399 ArcelorMittal Shares beneficially owned by him, representing 36.9% of the ArcelorMittal Shares
outstanding. See Item 6 below regarding Mr. Mittal’s and Mrs. Mittal’s shared beneficial ownership of 70% of the Class A voting
shares of Grandel with the Trustee.
Mrs. Mittal has the sole power to vote or to
direct the vote or dispose or direct the disposition of the 25,500 ArcelorMittal Shares that she owns directly, representing less than
0.1% of the ArcelorMittal Shares outstanding. Mrs. Mittal, Mr. Mittal and the Trustee also share beneficial ownership of 70% of the Class
A voting shares of Grandel, thereby sharing power to vote or to direct the vote or dispose or direct the disposition of ArcelorMittal
Shares as described in the third paragraph of Item 5(b). Accordingly, Mrs. Mittal shares the power to vote or to direct the vote or dispose
or direct the disposition of 385,576,399 ArcelorMittal Shares beneficially owned by her, representing 36.9% of the ArcelorMittal Shares
outstanding.
Aditya Mittal has the sole power to vote or
to direct the vote or dispose or direct the disposition of the 120,413 ArcelorMittal Shares that he owns directly, representing less than
0.1% of the ArcelorMittal Shares outstanding.
Vanisha Mittal Bhatia has the sole power to
vote or to direct the vote or dispose or direct the disposition of the 8,500 ArcelorMittal Shares that she owns directly, representing
less than 0.1% of the ArcelorMittal Shares outstanding.
(c) Set forth below is a table indicating
the number of shares acquired, average price per share, and settlement date for acquisitions of shares by ArcelorMittal from Lumen
under the Second Buy-Back Program.
Number of shares
|
Average price per share (euros)
|
Date of settlement
|
145,452
|
24.3445
|
April 20, 2021
|
335,087
|
24.4511
|
April 27, 2021
|
365,715
|
25.0628
|
May 4, 2021
|
296,006
|
25.3261
|
May 11, 2021
|
238,497
|
26.5875
|
May 18, 2021
|
288,648
|
26.0157
|
May 25, 2021
|
1,975,817
|
25.9527
|
June 1, 2021
|
1,883,789
|
27.2533
|
June 8, 2021
|
799,183
|
26.9614
|
June 15, 2021
|
157,429
|
25.1219
|
June 18, 2021
|
Except as disclosed in this Statement, to the
knowledge of the Reporting Persons, none of the persons named in Item 2 has effected any transaction in the ArcelorMittal Shares during
the past 60 days.
Item 6. Contracts, Arrangements, Understanding or Relationships
with Respect to Securities of the Issuer.
The response set forth in Item 6 of the Statement is
hereby amended by deleting the previous disclosure set forth under the heading “Share Repurchase Agreement” in entirety and
replacing it with the following:
Amendment to the Share Repurchase Agreement
On February 12, 2021, ArcelorMittal and Lumen entered
into a share repurchase agreement (the “Share Repurchase Agreement”) in connection with the Programs.
On June 21, 2021, ArcelorMittal and Lumen entered into
an amendment to the Share Repurchase Agreement (the “Amendment Agreement”) in connection with the Third Buy-Back Program.
Under the Amendment Agreement, on each trading day during which ArcelorMittal conducts purchases under the Third Buy-Back Program, ArcelorMittal
and Lumen have agreed to buy and sell, respectively, a number of ArcelorMittal Shares, such that the number of ArcelorMittal Shares so
purchased and sold represents 36.34% of the sum of: (i) the total
number of shares purchased by ArcelorMittal under the Third Buy-Back Program
(other than from Lumen) and (ii) the number of ArcelorMittal Shares purchased by ArcelorMittal from Lumen pursuant to the Amendment Agreement,
in each case on that trading day. Except as specifically provided for and varied by the Amendment Agreement, all of the terms and conditions
of the Share Repurchase Agreement will remain in full force and effect. Accordingly, consistent with the Share Repurchase Agreement, the
ArcelorMittal Shares to be repurchased from Lumen in connection with the Third Buy-Back Program during any trading day will be repurchased
at the same weighted average price as the ArcelorMittal Shares purchased under the Third Buy-Back Program on the relevant trading day
in the open market. Purchases and sales occurring during periods of five consecutive trading days will be settled together two trading
days following the end of each such period. However, any settlement of ArcelorMittal Shares in connection with the Third Buy-Back Program
will be postponed if such settlement would cause the Trustee to hold less than one-third of all the voting rights of ArcelorMittal (including
those connected with the ArcelorMittal Shares held in treasury by or on behalf of ArcelorMittal or the subsidiaries of ArcelorMittal).
The foregoing summary of the Share Repurchase Agreement
and the Amendment Agreement are qualified by references to the full text of the Share Repurchase Agreement and the Amendment Agreement,
copies of which are included as Exhibit 8 and Exhibit 9, respectively, to this Fourteenth Amendment and which are incorporated herein
by reference.
Item 7.
|
Material to be Filed as Exhibits
|
EXHIBIT INDEX
Exhibit
Number
|
Description
|
|
|
|
|
|
|
1*
|
Shareholder’s Agreement, dated as of August 13, 1997, among Ispat International N.V., LNM Holdings S.L. and Mr. Lakshmi N. Mittal.
|
|
2**
|
Memorandum of Understanding, dated June 25, 2006, between Arcelor S.A., Mittal Steel Company N.V. and Mr. Lakshmi N. Mittal and Mrs. Usha Mittal acting directly and through Mittal Investments S.à r.l. and ISPAT International Investments S.L.
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3***
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Form 6-K of ArcelorMittal, dated April 17, 2008, describing certain amendments to the Memorandum of Understanding entered into in the context of the offer of Mittal Steel for Arcelor.
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4****
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Platinum Settlement Trust Deed among Lakshmi N. Mittal
and Usha Mittal as the settlors and HSBC Trustee (C.I.) Limited as trustee, dated June 18, 2010
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5****
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Articles of Association of Grandel Limited
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6*****
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Joint Filing Agreement, dated as of January 11,
2013, among Mr. Lakshmi N. Mittal, Mrs. Usha Mittal, Lumen Investments S.à r.l., Grandel Limited, Nuavam Investments S.à
r.l. and HSBC Trustee (C.I.) Limited
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7******
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Prospectus Supplement of ArcelorMittal, dated
May 11, 2020
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8*******
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Share Repurchase Agreement, dated as of February
12, 2021, between ArcelorMittal and Lumen Investments S.à r.l..
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9
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Amendment Agreement, dated as of June 21, 2021, between ArcelorMittal and Lumen Investments S.à r.l. (filed herewith).
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*
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Previously filed as an Exhibit to the Schedule 13D filed with the Commission on December 27, 2004.
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**
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Incorporated by reference to Exhibit 99.1 of Mittal Steel Company N.V.’s Form 6-K furnished to the Commission on June 29, 2006.
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***
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Incorporated by reference to Form 6-K of ArcelorMittal furnished to the Commission on April 17, 2008.
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****
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Previously filed as an Exhibit to the Schedule 13D/A (Amendment No.6) filed with the Commission on June 23, 2010.
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*****
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Previously filed as an Exhibit to the Schedule 13D/A (Amendment No.7) filed with the Commission on January 11, 2013.
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******
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Incorporated by reference to the SEC filing pursuant to Securities Act Rule 424(b)(5) by the Company on May 13, 2020.
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*******
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Previously filed as an Exhibit to the Schedule 13D (Amendment No.13) filed with the Commission on February 16, 2021.
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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.
Dated: June 22, 2021
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/s/
Lakshmi N. Mittal
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Lakshmi N. Mittal
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/s/ Usha Mittal
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Usha Mittal
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HSBC TRUSTEE (C.I.) LIMITED
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/s/ Peter Stent
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Name: Peter Stent
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Title: Authorised Signatory
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/s/ Anthony Medder
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Name: Anthony Medder
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Title: Authorised Signatory
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GRANDEL LIMITED
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/s/ Matthew Torres
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Name: Matthew Torres
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Title: Director
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/s/ Michael Castiel
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Name: Michael Castiel
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Title: Director
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Lumen Investments S.À r.l.
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/s/ Francesca Scavino
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Name: Francesca Scavino
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Title: Class A Manager
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/s/ Georges Scheuer
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Name: Georges Scheuer
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Title: Class A Manager
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NUAVAM INVESTMENTS S.À R.L.
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/s/ Francesca Scavino
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Name: Francesca Scavino
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Title: Class A Manager
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/s/ Georges Scheuer
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Name: Georges Scheuer
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Title: Class A Manager
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SCHEDULE C
ADDITIONAL INFORMATION CONCERNING LUMEN INVESTMENTS
S.À R.L.
Name
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Business
Address
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Present
Principal Occupation or Employment
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Name,
Principal Business and Address of Principal Employment
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Citizenship
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Douwe TERPSTRA
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6, Rue Eugene Ruppert,
L- 2453 Luxembourg
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Managing
Director – Head of Country
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Intertrust (Luxembourg) S.A.,
Trust Services
6, Rue Eugene Ruppert, L- 2453
Luxembourg
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Netherlands
|
Georges SCHEUER
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6, Rue Eugene Ruppert,
L- 2453 Luxembourg
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General
Manager
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Intertrust (Luxembourg) S.A.,
Trust Services
6, Rue Eugene Ruppert, L- 2453
Luxembourg
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Luxembourg
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François-Xavier
GOOSSENS
|
6, Rue Eugene Ruppert,
L- 2453 Luxembourg
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Executive
Director
|
Intertrust (Luxembourg) S.A.,
Trust Services
6, Rue Eugene Ruppert, L- 2453
Luxembourg
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Belgium
|
David Burgos DUCE
|
6, Rue Eugene Ruppert,
L- 2453 Luxembourg
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Client
Director
|
Intertrust (Luxembourg) S.A.,
Trust Services
6, Rue Eugene Ruppert, L- 2453
Luxembourg
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Spain
|
Francesca
SCAVINO
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6, Rue Eugene Ruppert,
L- 2453 Luxembourg
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Manager Legal & Corporate Services
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Intertrust (Luxembourg) S.A.,
Trust Services
6, Rue Eugene Ruppert, L- 2453
Luxembourg
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Italy
|
Aditya MITTAL
|
7th Floor, Berkeley
Square House, Berkeley Square
London
W1J 6DA
United Kingdom
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Chief
Executive Officer
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ArcelorMittal, 24-26, Boulevard
d’Avranches, L-1160 Luxembourg Luxembourg
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India
|
Vanisha MITTAL BHATIA
|
7th Floor, Berkeley
Square House, Berkeley Square
London
W1J 6DA
United Kingdom
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Director
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ArcelorMittal, 24-26, Boulevard
d’Avranches, L-1160 Luxembourg
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India
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SCHEDULE D
ADDITIONAL INFORMATION CONCERNING NUAVAM INVESTMENTS
S.À R.L
Name
|
Business
Address
|
Present
Principal Occupation or Employment
|
Name,
Principal Business and Address of Principal Employment
|
Citizenship
|
Douwe TERPSTRA
|
6, Rue Eugene Ruppert, L- 2453 Luxembourg
|
Managing Director
|
Intertrust (Luxembourg) S.A., Trust Services
6, Rue Eugene Ruppert, L- 2453 Luxembourg
|
Netherlands
|
Georges SCHEUER
|
6, Rue Eugene Ruppert, L- 2453 Luxembourg
|
General Manager
|
Intertrust (Luxembourg) S.A., Trust Services
6, Rue Eugene Ruppert, L- 2453 Luxembourg
|
Luxembourg
|
François-Xavier GOOSSENS
|
6, Rue Eugene Ruppert, L- 2453 Luxembourg
|
Executive Director
|
Intertrust (Luxembourg) S.A., Trust Services
6, Rue Eugene Ruppert, L- 2453 Luxembourg
|
Belgium
|
David Burgos DUCE
|
6, Rue Eugene Ruppert, L- 2453 Luxembourg
|
Client Director
|
Intertrust (Luxembourg) S.A., Trust Services
6, Rue Eugene Ruppert, L- 2453 Luxembourg
|
Spain
|
Francesca SCAVINO
|
6, Rue Eugene Ruppert, L- 2453 Luxembourg
|
Manager Legal & Corporate Services
|
Intertrust (Luxembourg) S.A., Trust Services
6, Rue Eugene Ruppert, L- 2453 Luxembourg
|
Italy
|
Aditya MITTAL
|
7th Floor, Berkeley Square House, Berkeley Square
London
W1J 6DA
United Kingdom
|
Chief Executive Officer
|
ArcelorMittal, 24-26, Boulevard d’Avranches,
L-1160 Luxembourg
|
India
|
Vanisha MITTAL BHATIA
|
7th Floor, Berkeley Square House, Berkeley Square
London
W1J 6DA
United Kingdom
|
Director
|
ArcelorMittal, 24-26, Boulevard d’Avranches,
L-1160 Luxembourg
|
India
|