o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d) 

1

Name of Reporting Person
Dongfeng Motor Group Co Ltd.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
People’s Republic of China

Number of
Shares
Beneficially
Owned by
the
Reporting
Person With:

5

Sole Voting Power
0 

6

Shared Voting Power
175,283,907 

7

Sole Dispositive Power
0 

8

Shared Dispositive Power
175,283,907

9

Aggregate Amount Beneficially Owned by the Reporting Person
175,283,907

10

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

11

Percent of Class Represented by Amount in Row (9)
5.62%

12

Type of Reporting Person
CO

1

Name of Reporting Person

Dongfeng Motor Investment (Wuhan) Co., Ltd.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
People’s Republic of China

Number of
Shares
Beneficially
Owned by
the
Reporting
Person With:

5

Sole Voting Power
0 

6

Shared Voting Power
175,283,907 

7

Sole Dispositive Power
0 

8

Shared Dispositive Power
175,283,907 

9

Aggregate Amount Beneficially Owned by the Reporting Person
175,283,907

10

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

11

Percent of Class Represented by Amount in Row (9)
5.62%

12

Type of Reporting Person
CO

1

Name of Reporting Person
Dongfeng Motor (Hong Kong) International Co., Limited

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Hong Kong SAR, China

Number of
Shares
Beneficially
Owned by
the
Reporting
Person With:

5

Sole Voting Power
0 

6

Shared Voting Power
175,283,907 

7

Sole Dispositive Power
0 

8

Shared Dispositive Power
175,283,907 

9

Aggregate Amount Beneficially Owned by the Reporting Person
175,283,907

10

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

11

Percent of Class Represented by Amount in Row (9)
5.62%

12

Type of Reporting Person
CO

Item 1(a).

Name of Issuer:
Stellantis N.V.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Singaporestraat 92-100

1175 RA Lijnden

the Netherlands

Item 2(a).

Name of Person Filing:

(i) Dongfeng Motor Group Co Ltd.

(ii) Dongfeng Motor Investment (Wuhan) Co., Ltd.

(iii) Dongfeng Motor (Hong Kong) International Co., Limited (collectively, the “Reporting Persons”)

Item 2(b).

Address of Principal Business Office, or, if none, Residence:

(i) Dongfeng Motor Group Co Ltd.

Special No.1 Dongfeng Road

Wuhan Economic and Technology Development Zone, Wuhan Hubei PRC

(ii) Dongfeng Motor Investment (Wuhan) Co., Ltd.

Room 501, 5/F, Information Building

Special No.1 Dongfeng Road

Wuhan Economic and Technology Development Zone, Wuhan Hubei PRC

(iii) Dongfeng Motor (Hong Kong) International Co., Limited

2/F KAM CHUNG COMM BLDG 19-21 Hennessy RD WANCHAI, HONG KONG

Item 2(c).

Citizenship:

(i) Dongfeng Motor Group Co Ltd. – People’s Republic of China

(ii) Dongfeng Motor Investment (Wuhan) Co., Ltd. – People’s Republic of China

(iii) Dongfeng Motor (Hong Kong) International Co., Limited – Hong Kong SAR, China

Item 2(d).

Title of Class of Securities:

common shares, par value €0.01

Item 2(e).

CUSIP No.:

N82405106

Item 3.

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

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

o

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).

(j)

o

A non-U.S. institution in accordance with Section 240.13d–1(b)(1)(ii)(J).

(k)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

The following information with respect to the ownership of the common shares of the Issuer (the “Shares”) by the Reporting Persons is provided as of January 16, 2021.

Reporting Person

Amount
beneficially
owned:

Percent of
class:

Sole power to
vote or direct
the vote:

Shared power to
vote or to direct
the vote:

Sole power to
dispose or to direct
the disposition of:

Shared power
to dispose or to
direct the
disposition of:

Dongfeng Motor Group Co Ltd.

175,283,907

5.62

%

0

175,283,907

0

175,283,907

Dongfeng Motor Investment (Wuhan) Co., Ltd.

175,283,907

5.62

%

0

175,283,907

0

175,283,907

Dongfeng Motor (Hong Kong) International Co., Limited

175,283,907

5.62

%

0

175,283,907

0

175,283,907

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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Not applicable.

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

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certifications

By signing below, each of Dongfeng Motor Group Co Ltd., Dongfeng Motor Investment (Wuhan) Co., Ltd. and Dongfeng Motor (Hong Kong) International Co., Limited certifies that, to the best of its 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, other than activities solely in connection with a nomination under § 240.14a-11.

Dongfeng Motor Group Co Ltd.

By:

/s/ Haitao LV

Name:

Haitao LV

Title:

Authorized Representative

Dongfeng Motor Investment (Wuhan) Co., Ltd.

By:

/s/ Changling ZHOU

Name:

Changling ZHOU

Title:

Executive Director

Dongfeng Motor (Hong Kong) International Co., Limited

By:

/s/ Xianzhi LIAO

Name:

Xianzhi LIAO

Title:

Director

Dongfeng Motor Group Co Ltd.

By:

/s/ Haitao LV

Name:

Haitao LV

Title:

Authorized Representative

Dongfeng Motor Investment (Wuhan) Co., Ltd.

By:

/s/ Changling ZHOU

Name:

Changling ZHOU

Title:

Executive Director

Dongfeng Motor (Hong Kong) International Co., Limited

By:

/s/ Xianzhi LIAO

Name:

Xianzhi LIAO

Title:

Director