Statement of Ownership (sc 13g)
February 14 2020 - 09:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment
No. ___)*
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Alternus Energy Inc.
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(Name of Issuer)
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Common
Stock, par value $0.001 per share
(Title of Class of
Securities)
02156H100
(CUSIP Number)
December 31, 2019
(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)
*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).
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(1)
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Names of reporting persons
Telenergia Europe S.R.L.
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(2)
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Check the appropriate box if a
member of a group (see instructions)
(a) ☐
(b) ☐
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(3)
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SEC use only
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(4)
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Citizenship or place of
organization
Place of Organization:
Romania
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Number of
shares
beneficially
owned by each
reporting
person with
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(5)
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Sole voting power
19,201,784
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(6)
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Shared voting power
0
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(7)
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Sole dispositive power
19,201,784
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(8)
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Shared dispositive power
0
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(9)
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Aggregate amount beneficially
owned by each reporting person
19,201,784
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(10)
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Check if the aggregate amount in
Row (9) excludes certain shares
(see instructions)
☐
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(11)
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Percent of class represented by
amount in Row (9)
23.2%
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(12)
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Type of reporting person (see
instructions)
CO
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(1)
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Names of reporting persons
Roberto Forlani
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(2)
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Check the appropriate box if a
member of a group (see instructions)
(a) ☐
(b) ☐
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(3)
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SEC use only
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(4)
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Citizenship or place of
organization
Citizenship: Italy
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Number of
shares
beneficially
owned by each
reporting
person with
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(5)
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Sole voting power
19,201,784
|
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(6)
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Shared voting power
0
|
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(7)
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Sole dispositive power
19,201,784
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(8)
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Shared dispositive power
0
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(9)
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Aggregate amount beneficially
owned by each reporting person
21,701,784
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(10)
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Check if the aggregate amount in
Row (9) excludes certain shares
(see instructions)
☐
|
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(11)
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Percent of class represented by
amount in Row (9)
26.1%
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(12)
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Type of reporting person (see
instructions)
IN
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Item 1(a).
Name of Issuer:
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Alternus
Energy Inc.
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Item 1(b). Address of the
Issuer’s Principal Executive Offices:
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One World
Trade Center, Suite 8500, New York, New York 10007
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Item 2(a). Name of Person
Filing:
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Telenergia Europe S.R.L.
Roberto Forlani
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Item 2(b). Address of
Principal Business Office or, if None, Residence:
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Strada
Madrigalului 42A, Apt. 4, 2nd Room, Bucharest,
Romania.
Romania
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Item 2(d). Title of Class of
Securities:
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Common
Stock
02156H100
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Item 3. If this
statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is a:
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| (a) |
¨
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Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o); |
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| (b) |
¨
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Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c); |
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| (c) |
¨
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Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c); |
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| (d) |
¨
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Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C 80a-8); |
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| (e) |
¨
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An investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E); |
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| (f) |
¨
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An employee benefit plan or endowment fund in
accordance with § 240.13d-1(b)(1)(ii)(F); |
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| (g) |
¨
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A parent holding company or control person in
accordance with § 240.13d-1(b)(1)(ii)(G); |
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| (h) |
¨
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A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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| (i) |
¨
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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); |
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| (j) |
¨
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A non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J); |
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| (k) |
¨
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Group, in accordance with §
240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in
accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type
of institution: ____ |
Reference is made to Items 5-9
and 11 on the cover pages of this filing.
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Item 5. Ownership of
Five Percent or Less of a Class:
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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 ☐.
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Item 6. Ownership of
More than Five Percent on Behalf of Another Person:
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The shares of Telenergia
Europe S.R.L. are owned indirectly by Roberto Forlani who has the
right to receive dividends from, and the proceeds from the sale of
the shares.
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Item 7. Identification
and Classification of the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding Company:
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Not
applicable.
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Item 8. Identification
and Classification of Members of the Group:
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Not
applicable.
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Item 9. Notice of
Dissolution of Group:
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Not
applicable.
Not applicable.
SIGNATURES
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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Dated: February 12, 2020
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Signature:
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/s/ Roberto Forlani
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Name/Title:
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Roberto Forlani, individually,
and on behalf of Telenergia Europe S.R.L.
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