SC 13G 1 a21-3776_1sc13g.htm SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

STELLANTIS N.V.

(Name of Issuer)

Common Shares, par value €0.01

(Title of Class of Securities)

N82405106

(CUSIP Number)

January 16, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)

x	Rule 13d-1(c)

o	Rule 13d-1(d)

* 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 in 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.

1	Name of Reporting Person Dongfeng Motor Group Co Ltd.
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	o
3	SEC Use Only

4	Citizenship or Place of Organization People’s Republic of China
Number of Shares Beneficially Owned by the Reporting Person With:			5	Sole Voting Power 0
			6	Shared Voting Power 175,283,907
			7	Sole Dispositive Power 0
			8	Shared Dispositive Power 175,283,907
9	Aggregate Amount Beneficially Owned by the Reporting Person 175,283,907
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
11	Percent of Class Represented by Amount in Row (9) 5.62%
12	Type of Reporting Person CO

1	Name of Reporting Person Dongfeng Motor Investment (Wuhan) Co., Ltd.
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	o
3	SEC Use Only

4	Citizenship or Place of Organization People’s Republic of China
Number of Shares Beneficially Owned by the Reporting Person With:			5	Sole Voting Power 0
			6	Shared Voting Power 175,283,907
			7	Sole Dispositive Power 0
			8	Shared Dispositive Power 175,283,907
9	Aggregate Amount Beneficially Owned by the Reporting Person 175,283,907
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
11	Percent of Class Represented by Amount in Row (9) 5.62%
12	Type of Reporting Person CO

1	Name of Reporting Person Dongfeng Motor (Hong Kong) International Co., Limited
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	o
3	SEC Use Only

4	Citizenship or Place of Organization Hong Kong SAR, China
Number of Shares Beneficially Owned by the Reporting Person With:			5	Sole Voting Power 0
			6	Shared Voting Power 175,283,907
			7	Sole Dispositive Power 0
			8	Shared Dispositive Power 175,283,907
9	Aggregate Amount Beneficially Owned by the Reporting Person 175,283,907
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
11	Percent of Class Represented by Amount in Row (9) 5.62%
12	Type of Reporting Person CO

Item 1(a).	Name of Issuer: Stellantis N.V.
Item 1(b).	Address of Issuer’s Principal Executive Offices: Singaporestraat 92-100 1175 RA Lijnden the Netherlands
Item 2(a).	Name of Person Filing: (i) Dongfeng Motor Group Co Ltd. (ii) Dongfeng Motor Investment (Wuhan) Co., Ltd. (iii) Dongfeng Motor (Hong Kong) International Co., Limited (collectively, the “Reporting Persons”)
Item 2(b).	Address of Principal Business Office, or, if none, Residence: (i) Dongfeng Motor Group Co Ltd. Special No.1 Dongfeng Road Wuhan Economic and Technology Development Zone, Wuhan Hubei PRC (ii) Dongfeng Motor Investment (Wuhan) Co., Ltd. Room 501, 5/F, Information Building Special No.1 Dongfeng Road Wuhan Economic and Technology Development Zone, Wuhan Hubei PRC (iii) Dongfeng Motor (Hong Kong) International Co., Limited 2/F KAM CHUNG COMM BLDG 19-21 Hennessy RD WANCHAI, HONG KONG
Item 2(c).	Citizenship: (i) Dongfeng Motor Group Co Ltd. – People’s Republic of China (ii) Dongfeng Motor Investment (Wuhan) Co., Ltd. – People’s Republic of China (iii) Dongfeng Motor (Hong Kong) International Co., Limited – Hong Kong SAR, China
Item 2(d).	Title of Class of Securities: common shares, par value €0.01
Item 2(e).	CUSIP No.: N82405106

Item 3.	If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
	(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
	(i)	o	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)	o	A non-U.S. institution in accordance with Section 240.13d–1(b)(1)(ii)(J).
	(k)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.	Ownership
	The following information with respect to the ownership of the common shares of the Issuer (the “Shares”) by the Reporting Persons is provided as of January 16, 2021.

Reporting Person	Amount beneficially owned:	Percent of class:		Sole power to vote or direct the vote:	Shared power to vote or to direct the vote:	Sole power to dispose or to direct the disposition of:	Shared power to dispose or to direct the disposition of:
Dongfeng Motor Group Co Ltd.	175,283,907	5.62	%	0	175,283,907	0	175,283,907
Dongfeng Motor Investment (Wuhan) Co., Ltd.	175,283,907	5.62	%	0	175,283,907	0	175,283,907
Dongfeng Motor (Hong Kong) International Co., Limited	175,283,907	5.62	%	0	175,283,907	0	175,283,907

Item 5.	Ownership of Five Percent or Less of a Class
	If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. Not applicable.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
	Not applicable.

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.

Item 8.	Identification and Classification of Members of the Group
	Not applicable.

Item 9.	Notice of Dissolution of Group
	Not applicable.

Item 10.	Certifications
	By signing below, each of Dongfeng Motor Group Co Ltd., Dongfeng Motor Investment (Wuhan) Co., Ltd. and Dongfeng Motor (Hong Kong) International Co., Limited certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

Dated: January 26, 2021

Dongfeng Motor Group Co Ltd.	By:	/s/ Haitao LV
	Name:	Haitao LV
	Title:	Authorized Representative


Dongfeng Motor Investment (Wuhan) Co., Ltd.	By:	/s/ Changling ZHOU
	Name:	Changling ZHOU
	Title:	Executive Director


Dongfeng Motor (Hong Kong) International Co., Limited	By:	/s/ Xianzhi LIAO
	Name:	Xianzhi LIAO
	Title:	Director

LIST OF EXHIBITS

Exhibit A – Joint Filing Agreement

SEC Form SC 13G filed