SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2
(Amendment
No. )1
Natuzzi SpA
(Name
of Issuer)
Common
Stock, par value $0.01 per share
(Title
of Class of Securities)
63905A101
(CUSIP
Number)
10/09/2020
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
1
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).
1
|
NAME OF REPORTING PERSONS
PHILOTIMO FUND, LP
|
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
DELAWARE
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
- 0 -
|
6
|
SHARED VOTING POWER
610,293
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
8
|
SHARED DISPOSITIVE POWER
610,293
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
610,293
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
|
1
|
NAME OF REPORTING PERSONS
KANEN WEALTH MANAGEMENT, LLC
|
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
FLORIDA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,200
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,200
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,200
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
>.1%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, OO
|
1
|
NAME OF REPORTING PERSONS
DAVID L. KANEN
|
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
USA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
612,493
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
612,493
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
612,493
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
Item
1(a).
|
Name
of Issuer:
|
Natuzzi SpA
|
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
Via Iazzitiello
47, Santeramo, Italy, L6 70029
|
Item
2(a).
|
Name
of Person Filing:
|
This statement is filed by Philotimo
Fund LP, a Delaware limited partnership (“Philotimo”), Kanen Wealth Management, LLC, a Florida limited liability company
(“KWM”) and David L. Kanen. Each of the foregoing is referred to as a “Reporting Person” and collectively
as the “Reporting Persons.”
KWM is the general
partner of Philotimo. Mr. Kanen is the managing member of KWM. By virtue of these relationships, KWM may be deemed to beneficially
own the Shares (as defined below) owned by Philotimo and Mr. Kanen may be deemed to beneficially own the Shares (as defined below)
owned by each of Philotimo and KWM.
|
Item
2(b).
|
Address
of Principal Business Office or, if none, Residence:
|
The principal business address of each of each of Philotimo,
KWM and Mr. Kanen is 5850 Coral Ridge Drive, Suite 309, Coral Springs, Florida 33076
Philotimo is
organized under the laws of the State of Delaware. KWM is organized under the laws of the State of Florida. Mr. Kanen is a citizen
of the United States of America.
|
Item
2(d).
|
Title
of Class of Securities:
|
American Depositary Shares (the
“Shares”), each representing five Ordinary Shares, with a par value of €1.00 per share*.
*Not for trading, but only in connection
with registration of American Depositary Shares
63905A101
|
Item
3.
|
If
this statement is filed pursuant to Section 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)
|
☒
|
Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
|
|
(f)
|
☐
|
Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
|
|
|
|
|
|
(g)
|
☐
|
Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
|
|
|
|
|
|
(h)
|
☐
|
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
|
|
|
|
(i)
|
☐
|
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
|
|
|
|
|
|
(j)
|
☐
|
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
|
|
|
|
|
|
(k)
|
☐
|
Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
|
All ownership
information reported in this Item 4 is as of the close of business on October 16th, 2020
|
(a)
|
Amount
beneficially owned:
|
610,293
5.6% (based upon 54,853,045 Ordinary
Shares outstanding, which is the total number of Ordinary Shares outstanding as of December 31st, 2020 as reported in the Issuer’s
Annual Report on Form 20-F filed with the Securities and Exchange Commission on June, 16th 2020. Note that each of the
Shares represents five (5) Ordinary Shares.)
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote
|
0
Shares
|
(ii)
|
Shared
power to vote or to direct the vote
|
610,293 Shares
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
0
Shares
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
610,293 Shares
|
(a)
|
Amount
beneficially owned:
|
2,200
>0.1% (based upon 54,853,045
Ordinary Shares outstanding, which is the total number of Ordinary Shares outstanding as of December 31st, 2020 as reported in
the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on June, 16th 2020.
Note that each of the Shares represents five (5) Ordinary Shares.)
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote
|
0
Shares
|
(ii)
|
Shared
power to vote or to direct the vote
|
2,200 Shares
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
0
Shares
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
2,200 Shares
Mr.
Kanen
|
(a)
|
Amount
beneficially owned:
|
612,493
5.6% (based upon 54,853,045 Ordinary
Shares outstanding, which is the total number of Ordinary Shares outstanding as of December 31st, 2020 as reported in the Issuer’s
Annual Report on Form 20-F filed with the Securities and Exchange Commission on June, 16th 2020. Note that each of the
Shares represents five (5) Ordinary Shares.)
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote
|
0 Shares
|
(ii)
|
Shared
power to vote or to direct the vote
|
612,493
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
16,419
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
612,493
KWM is the general
partner of Philotimo. Mr. Kanen is the managing member of KWM. By virtue of these relationships, KWM may be deemed to beneficially
own the Shares owned by Philotimo and Mr. Kanen may be deemed to beneficially own the owned by each of Philotimo and KWM.
The filing of
this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically
disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
|
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 person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐.
|
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.
|
See
Exhibit 99.1
|
Item
9.
|
Notice
of Dissolution of Group.
|
Not
Applicable.
By
signing below I certify that, to the best of my 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.
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: 10/19/2020
|
KANEN WEALTH MANAGEMENT, LLC
|
|
|
|
By:
|
/s/ David L. Kanen
|
|
|
Name:
|
David L. Kanen
|
|
|
Title:
|
Managing Member
|
|
PHILOTIMO FUND, LP
|
|
By: Kanen Wealth Management, LLC
|
|
its general partner
|
|
|
|
By:
|
/s/ David L. Kanen
|
|
|
Name:
|
David L. Kanen
|
|
|
Title:
|
Managing Member
|
|
/s/ David L. Kanen
|
|
DAVID L. KANEN
|
9
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