UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G/A2

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)

EXIT FILING

 

Gentium S.p.A.

(Name of Issuer)

Ordinary Shares/American Depositary Shares

(Title of Class of Securities)

37250B104

(CUSIP Number)

December 5, 2013

(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 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. 37250B104

 

 

1.

Names of Reporting Persons.
Defiante Farmacêutica S.A.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Portugal

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

2



 

Item 1(a).

 

Name of Issuer:
Gentium S.p.A.

Item 1(b).

 

Address of Issuer’s Principal Executive Offices:
Piazza XX Settembre 2, 22079, Villa Guardia (Como), Italy

 

Item 2(a).

 

Name of Person Filing:
This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons")

 

(i)            Defiante Farmacêutica S.A. (“Defiante”)

Item 2(b).

 

Address of Principal Business Office or, in none, Residence:
(i)            Defiante Farmacêutica S.A.

Rua dos Ferreiros, 260

Funchal-Madeira (Portugal) 9000-082

Item 2(c).

 

Citizenship:
(i)            Defiante is a Portuguese corporation.

Item 2(d).

 

Title of Class of Securities:
Ordinary Shares, par value €1.00 per share.  The Ordinary Shares are listed for trading on the NASDAQ Global Market in the form of American Depositary Shares.

Item 2(e).

 

CUSIP Number:
37250B104

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person is a:

 

 

This Item 3 is not applicable

 

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Item 4.

Ownership:

 

Defiante

 

(a)

Amount beneficially owned:   

0

 

(b)

Percent of class:   

0%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:

0

 

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 5 percent of the class of securities, check the following   x.

 

On December 5, 2013, Defiante merged with and into Sigma-Tau Industrie Farmaceutiche Riunite S.p.A. (“STIFR”) (the “Merger”).  Pursuant to the Merger, STIFR succeeded to all of the assets and liabilities of Defiante and became, by operation of law, the direct beneficial owner of the Issuer’s Common Stock beneficially owned by Defiante immediately prior to the Merger.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

This is an exit filing made by Defiante.  STIFR, as successor owner to Issuer’s Common Stock previously held by Defiante, has filed a separate Schedule 13G on the same day as this filing in order to report its beneficial ownership of more than 5% of the Common Stock of the Issuer.

 

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

 

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Item 10.

Certification:

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.

 

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:  December 5, 2013

 

 

DEFIANTE FARMACÊUTICA S.A.

 

 

 

By:

/s/  Fabio Amabile

 

 

Name:  Fabio Amabile

 

 

Title:    Attorney-in-fact

 

5



 

EXHIBIT INDEX

 

 

 

PAGE

 

 

 

A.     Power of Attorney granted by Defiante Farmacêutica S.A.(1)

 

 

 


(1)  Incorporated by reference to the Reporting Persons’ Amendment  No. 1 to Schedule 13G filed with the SEC on February 12, 2012.

 

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