Form SCHEDULE 13G/A Ermenegildo Zegna N.V. Filed by: Strategic Holding Group S.a r.l.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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Ermenegildo Zegna N.V. (Name of Issuer) |
Ordinary Shares, nominal value 0.02 Euro per share (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (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) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Strategic Holding Group S.a r.l. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
LUXEMBOURG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
29,628,556.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
11.04 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Ermenegildo Zegna N.V. | |
| (b) | Address of issuer's principal executive offices:
Viale Roma 99/100, Valdilana loc. Trivero, Italy 13835 | |
| Item 2. | ||
| (a) | Name of person filing:
Strategic Holding Group S.a r.l. (the "Reporting Person") | |
| (b) | Address or principal business office or, if none, residence:
11, rue Aldringen
L-1118 Luxembourg
Grand Duchy of Luxembourg | |
| (c) | Citizenship:
Luxembourg | |
| (d) | Title of class of securities:
Ordinary Shares, nominal value 0.02 Euro per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See response to Item 9 on the cover page hereto.
The Reporting Person is governed by a five-member board of managers, which acts by simple majority vote. No individual manager on the board of managers has voting or dispositive control over, or beneficial ownership of, the reported securities and this Statement shall not be construed as an admission by any manager of beneficial ownership of any of the securities covered by this Statement.
The filing is being made to reflect a change in beneficial ownership resulting from transactions in the ordinary shares which, following an increase in the number of outstanding ordinary shares, resulted in a more than 1% change in the Reporting Person's ownership percentage. | |
| (b) | Percent of class:
Item 11 on the cover page hereto is calculated based on 268,312,050 ordinary shares, nominal value 0.02 Euro per share, outstanding as of March 6, 2026, as reported on the Issuer's Form 20-F filed on March 20, 2026. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See response to Item 5 on the cover page hereto. | ||
| (ii) Shared power to vote or to direct the vote:
See response to Item 6 on the cover page hereto. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on the cover page hereto. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See response to Item 8 on the cover page hereto. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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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