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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Koninklijke Philips NV (Name of Issuer) |
Ordinary shares, par value Euro 0.20 per share (Title of Class of Securities) |
(CUSIP Number) |
Jeff Hendrickson Esq. Allen Overy Shearman Sterling LLP, One Bishops Square London, X0, E1 6AD 020 3088 0000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/10/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Giovanni Agnelli B.V. | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
NETHERLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
185,932,684.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
19.03 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Exor N.V. | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
185,932,684.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.03 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary shares, par value Euro 0.20 per share | |
| (b) | Name of Issuer:
Koninklijke Philips NV | |
| (c) | Address of Issuer's Principal Executive Offices:
Prinses Irenestraat 59, Amsterdam,
NETHERLANDS
, 1077 WV. | |
Item 1 Comment:
This Amendment No. 4 (the "Amendment No. 4") relates to the Schedule 13D filed on August 23, 2023 (the "Original Schedule 13D"), as amended and supplemented by Amendment No. 1 (the "Amendment No. 1") on May 14, 2024, Amendment No. 2 (the "Amendment No. 2") on June 21, 2024 and Amendment No. 3 (the "Amendment No. 3") on March 18, 2025 (together with the Original Schedule 13D and Amendment No. 1, Amendment No. 2 and Amendment No. 3, the "Schedule 13D"), which were filed with the Securities and Exchange Commission by (1) Giovanni Agnelli B.V. ("G.A.") and (2) Exor N.V. ("Exor") (each a "Reporting Person", and collectively referred to herein as the "Reporting Persons") with respect to the ordinary shares (the "Shares") of Koninklijke Philips NV ("Philips" or the "Issuer"). | ||
| Item 2. | Identity and Background | |
| (c) | The information set forth in Schedule A of Item 2 (c) of the Original Schedule 13D is hereby amended to the information set forth in Schedule A attached hereto. | |
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented by the addition of the following:
On August 10, 2026, the Issuer and Exor entered into an amendment to the Relationship Agreement (the "Amended Relationship Agreement") that increased the legal and beneficial ownership limit from 20.0% to 22.0% of the issued outstanding ordinary share and voting rights that Exor and its affiliates are permitted to acquire under the Amended Relationship Agreement. The foregoing description of the Amended Relationship Agreement is qualified in its entirety by reference to the full text of the Amended Relationship Agreement, which is incorporated by reference as Exhibit 99.2 and is incorporated herein by reference.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | Rows (11) and (13) of the cover pages to this Amendment No. 4 are incorporated by reference herein. | |
| (b) | Rows (7) through (10) of the cover pages to this Amendment No.4 are hereby incorporated by reference. | |
| (c) | Except as described herein, neither the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A, have effected any transactions with respect to the Shares during the past 60 days. | |
| (d) | Neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities indicated in this Item 5. | |
| (e) | Not Applicable | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented by the addition of the following:
The information in Item 4 is incorporated herein by reference.
The Amended Relationship Agreement is incorporated by reference as Exhibit 99.2 and is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1: Joint Filing Agreement, dated as of August 23, 2023, by and among Giovanni Agnelli B.V. and Exor N.V.*
Exhibit 99.A: Schedule A
Exhibit 99.2: Amended Relationship Agreement
*Filed previously | ||
| 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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