UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Tenaris S.A.
(Name of Issuer)
Ordinary Shares, $1.00 par value per share
(Title of Class of Securities)
88031 M 10 9
(CUSIP Number)
Fernando J. Mantilla, 26, Boulevard Royal, Ground Floor, L-2449 Luxembourg, Grand-Duchy of Luxembourg
Telephone: +352 27209600
(Name, Address and Telephone number of Person Authorized to
Receive Notices and Communications)
November 2nd, 2023
(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 §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom copies are to be sent.
*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).
| Page 1 of 14 |
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CUSIP NO. 88031 M 10 9
|
| 1. | NAMES OF REPORTING PERSONS |
ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
00-0000000
| 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):
N/A
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
THE NETHERLANDS
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. SOLE VOTING POWER: 0
|
|
8. SHARED VOTING POWER: 713,605,187
| |
|
9. SOLE DISPOSITIVE POWER: 0
| |
|
10. SHARED DISPOSITIVE POWER: 713,605,187
|
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 713,605,187
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 60.4%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): HC
| Page 2 of 14 |
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CUSIP NO. 88031 M 10 9
|
| 1. | NAMES OF REPORTING PERSONS |
SAN FAUSTIN S.A.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
00-0000000
| 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):
N/A
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
GRAND DUCHY OF LUXEMBOURG
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. SOLE VOTING POWER: 0
|
|
8. SHARED VOTING POWER: 713,605,187
| |
|
9. SOLE DISPOSITIVE POWER: 0
| |
|
10. SHARED DISPOSITIVE POWER: 713,605,187
|
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 713,605,187
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 60.4%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO
| Page 3 of 14 |
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CUSIP NO. 88031 M 10 9
|
| 1. | NAMES OF REPORTING PERSONS |
TECHINT HOLDINGS S.À R.L.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
00-0000000
| 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):
N/A
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
GRAND DUCHY OF LUXEMBOURG
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. SOLE VOTING POWER: 713,605,187
|
|
8. SHARED VOTING POWER:
| |
|
9. SOLE DISPOSITIVE POWER: 713,605,187
| |
|
10. SHARED DISPOSITIVE POWER:
|
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 713,605,187
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 60.4%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO
| Page 4 of 14 |
This Amendment No. 5 amends and supplements the Schedule 13D originally filed on February 14th, 2011 (this "Amendment No. 5"), as further amended by Amendments No. 1, No. 2, No. 3 and No. 4, on behalf of RP STAK, SAN FAUSTIN and TECHINT HOLDINGS (as defined thereunder), relating to the Ordinary Shares, par value $1 per share of Tenaris S.A. (the “Ordinary Shares”).
No changes occurred except on the following Items:
Item 2. Identity and Background
This Schedule 13D is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) (collectively, the “Reporting Persons”).
| (a) | ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN (“RP STAK”) |
Fascinatio Boulevard 764, 2909 VA Capelle aan den IJssel, The Netherlands.
RP STAK is a private foundation (stichting) organized under the laws of The Netherlands. No person or group of persons controls RP STAK.
| (b) | SAN FAUSTIN S.A. (“SAN FAUSTIN”) |
26, Boulevard Royal, Ground Floor, L-2449 Luxembourg.
SAN FAUSTIN is a société anonyme (public limited liability company) organized under the laws of the Grand-Duchy of Luxembourg. RP STAK continues to control SAN FAUSTIN (i.e. it continues to have the ability to influence matters affecting, or submitted to a vote of the shareholders of SAN FAUSTIN, including the election of directors and the approval of certain corporate transactions and other matters concerning SAN FAUSTIN’s policies).
| (c) | TECHINT HOLDINGS S.À R.L. (“TECHINT HOLDINGS”) |
26, Boulevard Royal, Ground Floor, L-2449 Luxembourg.
TECHINT HOLDINGS is a société à responsabilité limitée (private limited liability company) organized under the laws of the Grand-Duchy of Luxembourg. All of the shares of TECHINT HOLDINGS are held by SAN FAUSTIN.
The name, residence or business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each voting committee member, executive officer or director, as applicable, of each Reporting Person are set forth in Schedule I and is incorporated into this Item 2 by reference.
During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, none of the persons listed on Schedule I has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information given by another Reporting Person.
Item 3. Source and Amount of Funds or Other Consideration
The events requiring the filing of this Amendment No. 5 did not involve any transfer of funds or any kind of consideration. This filing is due to some minor changes in the composition of the Board of Directors or executive officers, their residence or business address and/or their present principal occupation or employment of some of the Reporting Persons.
There were no changes in the holdings of Ordinary Shares of RP STAK, SAN FAUSTIN and TECHINT HOLDINGS since such Reporting Persons filed their most recent Amendment No. 4 to Schedule 13D on June 28th, 2021.
| Page 5 of 14 |
Item 4. Purpose of Transaction
This filing of the Amendment No. 5 is due to some minor changes in the composition of the Board of Directors or executive officers, their residence or business address and/or their present principal occupation or employment, of some of the Reporting Persons.
There were no changes in the holdings of Ordinary Shares of RP STAK, SAN FAUSTIN and TECHINT HOLDINGS since such Reporting Persons filed their most recent Amendment No. 4 to Schedule 13D on June 28th, 2021. RP STAK continues to control SAN FAUSTIN (i.e. it continues to have the ability to influence matters affecting, or submitted to a vote of the shareholders of SAN FAUSTIN, including the election of directors and the approval of certain corporate transactions and other matters concerning SAN FAUSTIN’s policies). Shares representing approximately 65% of SAN FAUSTIN’S votes and 42% of SAN FAUSTIN’S capital are deposited with RP STAK.
Item 5. Interest in Securities of the Issuer
| (a) (b) | RP STAK. See items (7) through (11) and (13) on page 2 SAN FAUSTIN. See items (7) through (11) and (13) on page 3 TECHINT HOLDINGS. See items (7) through (11) and (13) on page 4 | |
| (c) | There have been no transactions in Ordinary Shares effected by the Reporting Persons or, to the best of the Reporting Person's knowledge, any person or entity identified on Schedule I hereto, during the last 60 days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
Item 7. Material to Be Filed as Exhibits
| Exhibit | Description | |
| A | Power of Attorney of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN dated October 31st, 2023. | |
| B | Power of Attorney of SAN FAUSTIN S.A., dated September 28th, 2023. | |
| C | Power of Attorney of TECHINT HOLDINGS S.à r.l., dated September 28th, 2023. |
| Page 6 of 14 |
Schedule I
ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN
MANAGEMENT
| Manager | Residence or business address | Present Principal occupation | Citizenship |
| Earl Management (Netherlands) B.V. | Fascinatio Boulevard 764, 2909 VA Capelle aan den IJssel, The Netherlands | Management Company | Dutch |
VOTING COMMITTEE
| Members | Residence or business address | Present principal occupation | Citizenship |
| Paolo Rocca (Chairman) | Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina | Chairman & CEO of Tenaris S.A. | Italian |
| Gianfelice Rocca | Via Monte Rosa 93, 20149 Milan, Italy | Chairman of the Board of San Faustin S.A. | Italian |
| Roberto Bonatti | Viale Piave 4, 20129 Milan, Italy | Director of San Faustin S.A. | Italian |
| Enrico Bonatti | 8th Floor, Farringdon Street, London, EC4A 4AB, United Kingdom | Director of Tenaris Global Services (UK) Ltd. | Swiss |
| Giovanni Sardagna | Gravules-ch 10, 7522 La Punt Chamues-ch, Switzerland | Director of Investors’ relations of Tenaris S.A. | Italian |
| Andres Piñeyro | Calle Recoletos 23, 3rd floor, 28001 Madrid, Spain | President of Meridium S.A. | Argentine |
| Lodovico Rocca | Via Monte Rosa 93, 20149 Milan, Italy | Vice-president of Techint E&C, Uruguay | Italian |
| Page 7 of 14 |
SAN FAUSTIN S.A.
BOARD OF DIRECTORS
| Name | Residence or business address | Present principal occupation | Citizenship |
| Gianfelice Rocca | Via Monte Rosa 93, 20149 Milan, Italy | Chairman of the Board of San Faustin S.A. | Italian |
| Paolo Rocca | Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina | Chairman & CEO of Tenaris S.A. | Italian |
| Roberto Bonatti | Viale Piave 4, 20129 Milan, Italy | Director of San Faustin S.A. | Italian |
| Guido Bonatti | Via Donizetti 57, Milan, Italy | Financial Advisor | Italian |
| Nicola Drago | 2, Ugo Bassi, 20159 Milan, Italy | Vice-president of De Agostini SpA | Italian |
| Giorgio Alliata di Montereale |
Carlos M. Della Paolera 299, 18th floor, Buenos Aires, Argentina |
Economist | Italian |
| Bob Kneip | 33, rue des Puits de Romain, L-8070, Bertrange, Luxembourg | Vice-Chairman of Kneip Communication Luxembourg | Luxembourger |
| Andres Piñeyro | Calle Recoletos 23, 3rd floor, 28001 Madrid, Spain | President, Meridium S.A., Buenos Aires | Argentine |
| Lodovico Rocca | Via Monte Rosa 93, 20149 Milan, Italy | Vice-president of Techint E&C, Uruguay | Italian |
| Giovanni Sardagna | Gravules-ch 10, 7522 La Punt Chamues-ch, Switzerland | Director of Investors’ relations of Tenaris S.A. | Italian |
| Paolo Bassetti | Strada Principală 216. Copsa Mare, Sibiu 557046, Romania | Director of BEPA Investitii Consultor SRL, Bucarest, Romania | Italian |
OFFICERS
| Name | Residence or business address | Present principal occupation | Citizenship |
|
Chairman of the Board Gianfelice Rocca |
Via Monte Rosa 93, 20149 Milan, Italy | Chairman of the Board of San Faustin S.A. | Italian |
|
President Paolo Rocca |
Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina | Chairman & CEO of Tenaris S.A. | Italian |
|
Vice-president Giovanni Sardagna |
Gravules-ch 10, 7522 La Punt chamues-ch, Switzerland | Director of Investors’ relations of Tenaris S.A. | Italian |
|
Secretary of the Board of Directors and Chief Legal Officer Fernando Jorge Mantilla |
Carlos M. Della Paolera 299, 16th floor, Buenos Aires, Argentina |
Chief Legal Officer of San Faustin S.A. | Argentine |
|
Assistant Secretary of the Board of Directors Mariana Peña-Pinon |
26, Boulevard Royal, Ground Floor, L-2449 Luxembourg | Legal Manager of San Faustin S.A. | French |
|
Chief Financial Officer Mario O. Lalla |
Av. Leandro N. Alem 1067, 28th floor, Buenos Aires, Argentina | Chief Financial Officer of San Faustin S.A. | Argentine |
|
General Manager Diego Fortunato |
26, Boulevard Royal, Ground Floor, L-2449 Luxembourg | General Manager of San Faustin S.A. | Italian |
| Page 8 of 14 |
TECHINT HOLDINGS S.à r.l.
BOARD OF MANAGERS
| Name | Residence or business address | Present principal occupation | Citizenship |
|
Gianfelice M. Rocca (Chairman) |
Via Monte Rosa 93, 20149 Milan, Italy | Chairman of the Board of San Faustin S.A. | Italian |
|
Paolo Rocca (Vice-chairman) |
Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina | Chairman & CEO of Tenaris S.A. | Italian |
| Mario O. Lalla | Av. Leandro N. Alem 1067, 28th floor, Buenos Aires, Argentina | Chief Financial Officer of San Faustin S.A. | Argentine |
| Alain Renard | 74, Grand-Rue, L-1660 Luxembourg, Grand Duchy of Luxembourg | Member of the Executive Committee of Atalux | French |
| Diego Fortunato | 26, Boulevard Royal, Ground Floor, L-2449 Luxembourg | General Manager of San Faustin S.A. | Italian |
| Page 9 of 14 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN to sign this statement, certify that the information set forth in this statement is true, complete and correct.
Pursuant to Rule 13d-1(k)(1), the undersigned joins in the filing of this Amendment No. 5 on his own behalf and on behalf of SAN FAUSTIN S.A. and TECHINT HOLDINGS S.À R.L.
November 2nd, 2023
| /s/ Fernando J. Mantilla Attorney-in-fact |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by SAN FAUSTIN S.A. to sign this statement, certify that the information set forth in this statement is true, complete and correct.
Pursuant to Rule 13d - 1(k)(1), the undersigned joins in the filing of this Amendment No. 5 on his own behalf and on behalf of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN and TECHINT HOLDINGS S.À R.L.
November 2nd, 2023
| /s/ Fernando J. Mantilla Attorney-in-fact |
| Page 10 of 14 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by TECHINT HOLDINGS S.À R.L. to sign this statement, certify that the information set forth in this statement is true, complete and correct.
Pursuant to Rule 13d-1(k)(1), the undersigned joins in the filing of this Amendment No. 5 on his own behalf and on behalf of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN and SAN FAUSTIN S.A.
November 2nd, 2023
| /s/ Fernando J. Mantilla Attorney-in-fact |
| Page 11 of 14 |
Exhibit A
POWER OF ATTORNEY
The undersigned, Jean-Paul Defesche, Director of Earl Management (Netherlands) B.V., a private limited company organized under the laws of the Netherlands, sole Manager of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, a private foundation (Stichting) organized under the laws of the Netherlands, hereby constitutes and appoints Fernando J. Mantilla, Mario O. Lalla and Diego Fortunato, each of them acting severally, as attorneys or attorney of the undersigned, to sign on its behalf a Statement on Schedule 13G or 13D relating to the Common Stock of TENARIS S.A., including any agreements attached as exhibits thereto, and to sign any or all amendments to such Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission of the United States of America, granting unto said attorneys or attorney, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, hereby ratifying and confirming all that said attorneys or attorney may lawfully do or cause to be done by virtue hereof.
By:
/s/ Jean-Paul Defesche
(on behalf of Earl Management (Netherlands) B.V.)
Dated: October 31st, 2023
| Page 12 of 14 |
Exhibit B
[LETTERHEAD OF SAN FAUSTIN S.A.]
POWER OF ATTORNEY
The undersigned, Alain Renard and Mariana Peña-Pinon, Attorneys-in-fact of SAN FAUSTIN S.A., a company organized under the laws of the Grand Duchy of Luxembourg, hereby constitutes and appoints Fernando J. Mantilla, Mario O. Lalla and Diego Fortunato, each of them acting severally, as attorneys or attorney of the undersigned, to sign on its behalf a Statement on Schedule 13G or 13D relating to the Common Stock of TENARIS S.A., including any agreements attached as exhibits thereto, and to sign any or all amendments to such Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission of the United States of America, granting unto said attorneys or attorney, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, hereby ratifying and confirming all that said attorneys or attorney may lawfully do or cause to be done by virtue hereof.
By:
|
/s/ Alain Renard Attorney-in-fact |
/s/ Mariana Peña-Pinon Attorney-in-fact |
Dated: September 28th , 2023.
| Page 13 of 14 |
Exhibit C
[LETTERHEAD OF TECHINT HOLDINGS S.À R.L.]
POWER OF ATTORNEY
The undersigned, Alain Renard and Mariana Peña-Pinon, Attorneys-in-fact of TECHINT HOLDINGS S.À R.L., a company organized under the laws of the Grand Duchy of Luxembourg, hereby constitutes and appoints Fernando J. Mantilla and Mario O. Lalla and Diego Fortunato, each of them acting severally, as attorneys or attorney of the undersigned, to sign on its behalf a Statement on Schedule 13G or 13D relating to the Common Stock of TENARIS S.A., including any agreements attached as exhibits thereto, and to sign any or all amendments to such Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission of the United States of America, granting unto said attorneys or attorney, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, hereby ratifying and confirming all that said attorneys or attorney may lawfully do or cause to be done by virtue hereof.
| By: |
|
|
/s/ Alain Renard Attorney-in-fact |
/s/ Mariana Peña-Pinon Attorney-in-fact |
Dated: September 28th, 2023
Page 14 of 14