Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
15 Maggio 2024 - 7:21PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No.4)
TELEFÓNICA,
S.A.
(Name
of Issuer)
Ordinary
Shares, nominal value 1.00 euro per share
(Title
of Class of Securities)
879382208*
(CUSIP
Number)
Sociedad
Estatal de Participaciones Industriales
C/Velázquez,
134
28006,
Madrid, Spain
Attn:
Javier Morales Abad
Secretary
of the Board of Directors and Chief Legal Officer
Tel:
0034 91 396 11 06
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
May
15, 2024
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐
*
The CUSIP number is for the American Depositary Shares, each representing one Ordinary Share. No CUSIP number exists for the underlying
Shares.
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 (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.
1 |
NAME
OF REPORTING PERSON:
Sociedad
Estatal de Participaciones Industriales |
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):
OO |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION:
Spain |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE
VOTING POWER:
512,467,150
Shares |
8 |
SHARED
VOTING POWER:
0 |
9 |
SOLE
DISPOSITIVE POWER:
512,467,150
Shares |
10 |
SHARED
DISPOSITIVE POWER:
0 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
512,467,150
Shares |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
9.038% |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
OO |
Explanatory
Note
This
Amendment No. 4 (“Amendment No.4”) amends and supplements the Schedule 13D filed on April 22, 2024 as amended by Amendment
No.1 filed on April 26, 2024, Amendment No. 2 filed on May 7, 2024 and Amendment No. 3 filed on May 13, 2024 (as amended to date, “Schedule
13D”). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported
in the Schedule 13D.
Item
3. Source and Amount of Funds or Other Consideration
Item
3 is hereby amended and restated in its entirety as follows:
On
May 13, 2024, SEPI acquired Shares in an amount that would cause its holdings to exceed 9% of the Issuer’s outstanding Shares as
of such date. The settlement of this acquisition of Shares was completed on May 15, 2024. SEPI acquired the Shares reported in this Schedule
13D in order to carry out the order of the Spanish government dated December 19, 2023 to purchase up to 10% of Shares of the Issuer,
subject to compliance with applicable Spanish reporting obligations and Spanish regulations requiring that such purchases be implemented
while minimizing the impact on the trading price of the Shares, with a view to promoting stability in the Issuer’s shareholder
base and safeguarding its strategic capabilities. Telefónica is a leading telecommunications company in Spain and internationally
whose activities the Spanish government considers to be of crucial importance to the economy, productivity, research activities, security,
defense and public interest of Spain.
SEPI
purchased the Shares reported in this Schedule 13D in the open market at an average price of €4.0177 per Share. These purchases
were funded from capital contributions made to SEPI by the Spanish public treasury.
Item
5. Interest in Securities of the Issuer
The
first paragraph of Item 5(a) is hereby amended and restated in its entirety as follows:
(a)
As of May 15, 2024, Telefónica had 5,670,161,554 Shares outstanding as disclosed in its Form 6-K report filed on April 12, 2024.
SEPI beneficially owned 512,467,150 Shares, representing approximately 9% (rounded off to the nearest tenth from 9.038%) of the total
outstanding Shares, as of such date.
Item
5(b) is hereby amended and restated in its entirety as follows:
(b)
SEPI may be deemed to have sole voting and dispositive power with respect to an aggregate of 512,467,150 Shares that it directly owns.
The responses of SEPI to Rows (7) through (10) of the cover page of this Schedule 13D are incorporated herein by reference. To the knowledge
of SEPI, none of the persons set forth in Schedule A may be deemed to have sole voting and dispositive power with respect to any Shares.
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
Dated:
May 15, 2024
|
Sociedad Estatal de Participaciones Industriales |
|
|
|
|
/s/
Javier Morales Abad |
|
Name: |
Javier
Morales Abad |
|
Title: |
Secretary of the Board
of Directors and Chief Legal Officer |
Grafico Azioni Telefonica (NYSE:TEF)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni Telefonica (NYSE:TEF)
Storico
Da Nov 2023 a Nov 2024