Sec Form 13D Filing - Exor N.V. filing for KONINKLIJKE PHILIPS N V YO (PHG) - 2024-06-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2 )*

Koninklijke Philips NV

(Name of Issuer)

Ordinary shares, par value €0.20 per share

(Title of Class of Securities)

None

(CUSIP Number)

Jeff Hendrickson, Esq.

Allen Overy Shearman Sterling LLP

One Bishops Square

London E1 6AD

United Kingdom

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 21, 2024

(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 Sections 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 Section 240.13d-7 for other parties to whom copies are to be sent.

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).

CUSIP No. 000000000

Page 2 of 9

CUSIP No. 000000000

Page 3 of 9

This Amendment No. 2 (the “Amendment No. 2”) 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 (together with the Original Schedule 13D, 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.

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 3. Source and Amount of Funds or Other Consideration.

The information set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:

The Reporting Persons acquired an additional 19,547,707 Shares for an aggregate purchase price (subject to adjustment) of approximately €481 million. An additional 4,872,647 Shares were received as part of the Issuer’s dividend distribution in May 2024. The Reporting Persons own a total of 163,717,857 Shares having spent to date approximately €3.3 billion in relation to the acquisition of the Shares. All Shares purchased by the Reporting Persons were purchased using investment capital of the Reporting Persons.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and supplemented with the following information:

Item 7. Material to be Filed as Exhibits.

Page 4 of 9

CUSIP No. 000000000

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Page 5 of 9

SCHEDULE A

Giovanni Agnelli B.V. (“G.A.”)

Set forth below are the names, business address, present principal occupation or employment of each board member of G.A. Unless otherwise indicated, the business address of each person listed below is c/o Giovanni Agnelli B.V., Gustav Mahlerplein 25, 1082 MS Amsterdam, The Netherlands.

Exor N.V. (“Exor”)

Set forth below are the names, 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) of the chief executive officer and each director of Exor. Unless otherwise indicated, the business address of each person listed below is c/o Exor N.V., Gustav Mahlerplein 25, 1082 MS Amsterdam, The Netherlands.

Page 6 of 9

Page 7 of 9

Page 8 of 9

SCHEDULE B

Transactions by Reporting Persons in the shares of the Issuer During the Past 60 Days