(Name
of Issuer)
Common
Shares, nominal value €1.04 per share
|
(Title
of Class of Securities)
861012102
|
(CUSIP
Number)
December
31, 2009
|
|
o
|
Rule
13d-1 (b)
|
|
o
|
Rule
13d-1 (c)
|
|
x
|
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 the 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 (however, see the Notes).
|
CUSIP
No. 861012102
|
13G
|
Page 2
of 27 Pages
|
1
|
NAME OF REPORTING
PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STMicroelectronics
Holding II B.V. (“ST Holding II”)
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
||
3
|
SEC
USE ONLY
|
|||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
The
Netherlands
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
NONE
|
||
6
|
SHARED
VOTING POWER
250,704,754
(See Item 4(a) and Exhibit 1)
|
|||
7
|
SOLE
DISPOSITIVE POWER
NONE
|
|||
8
|
SHARED
DISPOSITIVE POWER
250,704,754
(See Item 4(a) and Exhibit 1)
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,704,754
|
|||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.5%*
|
|||
12
|
TYPE
OF REPORTING PERSON*
HC
|
CUSIP
No. 861012102
|
13G
|
Page 3
of 27 Pages
|
1
|
NAME OF REPORTING
PERSON
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
STMicroelectronics
Holding N.V. (“ST Holding”)
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
||
3
|
SEC
USE ONLY
|
|||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
The
Netherlands
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
NONE
|
||
6
|
SHARED
VOTING POWER
250,704,754
(See Item 4(a) and Exhibit 1)
|
|||
7
|
SOLE
DISPOSITIVE POWER
NONE
|
|||
8
|
SHARED
DISPOSITIVE POWER
250,704,754
(See Item 4(a) and Exhibit 1)
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,704,754
|
|||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.5%*
|
|||
12
|
TYPE
OF REPORTING PERSON*
HC
|
CUSIP
No. 861012102
|
13G
|
Page 4
of 27 Pages
|
1
|
NAME OF REPORTING
PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FT1CI
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
||
3
|
SEC
USE ONLY
|
|||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
France
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
NONE
|
||
6
|
SHARED
VOTING POWER
250,704,754
(See Item 4(a) and Exhibit 1)
|
|||
7
|
SOLE
DISPOSITIVE POWER
NONE
|
|||
8
|
SHARED
DISPOSITIVE POWER
250,704,754
(See Item 4(a) and Exhibit 1)
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,704,754
|
|||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.5%*
|
|||
12
|
TYPE
OF REPORTING PERSON*
HC
|
CUSIP
No. 861012102
|
13G
|
Page 5
of 27 Pages
|
1
|
NAME OF REPORTING
PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Finmeccanica
S.p.A. (“Finmeccanica”)
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
||
3
|
SEC
USE ONLY
|
|||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Italy
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
NONE
|
||
6
|
SHARED
VOTING POWER
0
(See Item 4(a) and Exhibit 1)
|
|||
7
|
SOLE
DISPOSITIVE POWER
NONE
|
|||
8
|
SHARED
DISPOSITIVE POWER
0
(See Item 4(a) and Exhibit 1)
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%*
|
|||
12
|
TYPE
OF REPORTING PERSON*
CO
|
CUSIP
No. 861012102
|
13G
|
Page 6
of 27 Pages
|
1
|
NAME OF REPORTING
PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cassa
Depositi e Prestiti S.p.A. (“CDP”)
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
||
3
|
SEC
USE ONLY
|
|||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Italy
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
NONE
|
||
6
|
SHARED
VOTING POWER
250,704,754
(See Item 4(a) and Exhibit 1)
|
|||
7
|
SOLE
DISPOSITIVE POWER
NONE
|
|||
8
|
SHARED
DISPOSITIVE POWER
250,704,754
(See Item 4(a) and Exhibit 1)
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,704,754
|
|||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.5%*
|
|||
12
|
TYPE
OF REPORTING PERSON*
CO
|
CUSIP
No. 861012102
|
13G
|
Page 7
of 27 Pages
|
1
|
NAME OF REPORTING
PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Areva
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
||
3
|
SEC
USE ONLY
|
|||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
France
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
NONE
|
||
6
|
SHARED
VOTING POWER
250,704,754
(See Item 4(a) and Exhibit 1)
|
|||
7
|
SOLE
DISPOSITIVE POWER
NONE
|
|||
8
|
SHARED
DISPOSITIVE POWER
250,704,754
(See Item 4(a) and Exhibit 1)
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,704,754
|
|||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.5%*
|
|||
12
|
TYPE
OF REPORTING PERSON*
CO
|
CUSIP
No. 861012102
|
13G
|
Page 8
of 27 Pages
|
1
|
NAME OF REPORTING
PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commissariat
à l’Énergie Atomique
(“CEA”)
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
|
||
3
|
SEC
USE ONLY
|
|||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
France
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
NONE
|
||
6
|
SHARED
VOTING POWER
250,704,754
(See Item 4(a) and Exhibit 1)
|
|||
7
|
SOLE
DISPOSITIVE POWER
NONE
|
|||
8
|
SHARED
DISPOSITIVE POWER
250,704,754
(See Item 4(a) and Exhibit 1)
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,704,754
|
|||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.5%*
|
|||
12
|
TYPE
OF REPORTING PERSON*
CO
|
CUSIP
No. 861012102
|
13G
|
Page 9
of 27 Pages
|
Item
1(a).
|
Name
of Issuer:
|
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices:
|
Item
2(a).
|
Name
of Persons Filing:
|
(i)
|
ST
Holding II
|
(ii)
|
ST
Holding
|
(iii)
|
FT1CI
|
(iv)
|
Finmeccanica
|
(v)
|
Cassa
Depositi e Prestiti
|
(vi)
|
Areva
|
(vii)
|
CEA
|
Item
2(b).
|
Address
of Principal Business Office, or if none,
Residence:
|
|
(i)
|
STMicroelectronics
Holding II B.V.
|
|
Weena
210-212
|
|
3012
NJ Rotterdam
|
|
The
Netherlands
|
(ii)
|
STMicroelectronics
Holding N.V.
|
|
3012
NJ Rotterdam
|
(iii)
|
FT1CI
|
(iv)
|
Finmeccanica
S.p.A.
|
CUSIP
No. 861012102
|
13G
|
Page 10
of 27 Pages
|
(v)
|
Cassa
Depositi e Prestiti S.p.A.
|
(vi)
|
Areva
|
(vii)
|
CEA
|
Item
2(c).
|
Citizenship:
|
(i)
|
The
Netherlands
|
(ii)
|
The
Netherlands
|
(iii)
|
France
|
(iv)
|
Italy
|
(v)
|
Italy
|
(vi)
|
France
|
(vii)
|
France
|
Item
2(d).
|
Title
of Class of Securities:
|
Item
2(e).
|
CUSIP
Number:
|
Item 3.
|
Item
3 is not applicable.
|
Item
4(a).
|
Amount
Beneficially Owned:
|
CUSIP
No. 861012102
|
13G
|
Page 11
of 27 Pages
|
Item
4(b).
|
Percent
of Class:
|
Item
4(c).
|
Number
of shares as to which such person
has:
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company
|
Item
8.
|
Identification
and Classification of Members of a
Group
|
Item
9.
|
Notice
of Dissolution of Group
|
Item
10.
|
Certification
|
CUSIP
No. 861012102
|
13G
|
Page 12
of 27 Pages
|
February
12, 2010
|
February
12, 2010
|
|||
(Date)
|
(Date)
|
|||
/s/
Gabriele Pagnotta
|
/s/
Bertrand Loubert
|
|||
(Signature)
|
(Signature)
|
|||
Name: |
Gabriele
Pagnotta
|
Name: |
Bertrand
Loubert
|
|
Title: | Managing Director | Title: | Managing Director | |
STMicroelectronics Holding N.V. | STMicroelectronics Holding N.V. | |||
CUSIP
No. 861012102
|
13G
|
Page 13
of 27 Pages
|
February
12, 2010
|
February
12, 2010
|
|||
(Date)
|
(Date)
|
|||
/s/
Gabriele Pagnotta
|
/s/
Bertrand Loubert
|
|||
(Signature)
|
(Signature)
|
|||
Name: |
Gabriele
Pagnotta
|
Name: |
Bertrand
Loubert
|
|
Title: | Managing Director | Title: | Managing Director | |
CUSIP
No. 861012102
|
13G
|
Page 14
of 27 Pages
|
|
February 12, 2010 | |
|
(Date)
|
|
|
/s/ Gérald Arbola | |
|
(Signature)
|
|
|
||
|
Name: | Gérald Arbola |
Title: | Chairman and CEO |
CUSIP
No. 861012102
|
13G
|
Page 15
of 27 Pages
|
|
February 12, 2010 | |
|
(Date)
|
|
|
/s/ Pier Francesco Guarguaglini | |
|
(Signature)
|
|
|
||
|
Name: | Pier Francesco Guarguaglini |
Title: | Chief Executive Officer |
CUSIP
No. 861012102
|
13G
|
Page 16
of 27 Pages
|
|
February 12, 2010 | |
|
(Date)
|
|
|
/s/ Massimo Varazzani | |
|
(Signature)
|
|
|
||
|
Name: | Massimo Varazzani |
Title: | Chief Executive Officer |
CUSIP
No. 861012102
|
13G
|
Page 17
of 27 Pages
|
|
February 12, 2010 | |
|
(Date)
|
|
|
/s/ Gérald Arbola | |
|
(Signature)
|
|
|
||
|
Name: | Gérald Arbola |
Title: | Member of the Executive Board and Chief Operating Officer |
CUSIP
No. 861012102
|
13G
|
Page 18
of 27 Pages
|
|
February 12, 2010 | |
|
(Date)
|
|
|
/s/ Christophe Gegout | |
|
(Signature)
|
|
|
||
|
Name: | Christophe Gegout |
Title: | Chief Financial Officer |
CUSIP
No. 861012102
|
13G
|
Page 19
of 27 Pages
|
Common
Shares Owned
|
||||||||
Number
|
%
|
|||||||
December
31,
2009
|
250,704,754 | 27.5 | ||||||
December
31,
2008
|
250,704,754 | 27.5 | ||||||
December
31,
2007
|
250,704,754 | 27.5 |
CUSIP
No. 861012102
|
13G
|
Page 20
of 27 Pages
|
(1)
|
In
addition to the 27.5% held by ST Holding and the 68.9% held by the Public,
3.5% are held by Company as Treasury
Shares.
|
CUSIP
No. 861012102
|
13G
|
Page 21
of 27 Pages
|
CUSIP
No. 861012102
|
13G
|
Page 22
of 27 Pages
|
CUSIP
No. 861012102
|
13G
|
Page 23
of 27 Pages
|
CUSIP
No. 861012102
|
13G
|
Page 24
of 27 Pages
|
CUSIP
No. 861012102
|
13G
|
Page 25
of 27 Pages
|
CUSIP
No. 861012102
|
13G
|
Page 26
of 27 Pages
|
CUSIP
No. 861012102
|
13G
|
Page 27
of 27 Pages
|