-------------------------------------------------------------------------------- SEC 1745 Potential persons who are to respond to the collection of information (02-02) contained in this form are (02-02) not required to respond unless the form displays a currently valid OMB control number. -------------------------------------------------------------------------------- OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response. . . 11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* NATUZZI S.p.A. -------------------------------------------------------------------------------- (Name of Issuer) Ordinary Shares -------------------------------------------------------------------------------- (Title of Class of Securities) 63905A 10 1** -------------------------------------------------------------- (CUSIP Number) December 31, 2003 -------------------------------------------------------------------------------- (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) [X] 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). -------------- ** American Depositary Shares each representing one Ordinary Share. CUSIP No. 63905A 10 1 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Pasquale Natuzzi* 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X 3. SEC Use Only 4. Citizenship or Place of Organization Italian Number of Shares 5. Sole Voting Power Beneficially 26,064,906** Owned by Each Reporting 6. Shared Voting Power Person With 0 7. Sole Dispositive Power 26,064,906** 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 26,064,906** 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) Not Applicable 11. Percent of Class Represented by Amount in Row (9) 47.7% 12. Type of Reporting Person (See Instructions) IN -------------- * As of December 16, 2003, Pasquale Natuzzi holds his entire beneficial ownership of Natuzzi S.p.A. shares (other than 196 American Depositary Shares) through INVEST 2003 S.r.l., an Italian holding company (having its registered office at Via Gobetti 8, Taranto, Italy) wholly-owned by Pasquale Natuzzi. ** Members of Pasquale Natuzzi's immediate family own 2,800,002 shares of Natuzzi S.p.A. Pasquale Natuzzi disclaims beneficial ownership of the shares of Natuzzi S.p.A. owned by members of his immediate family. SCHEDULE 13G/A Item 1. (a) Name of Issuer Natuzzi S.p.A. (b) Address of Issuer's Principal Executive Offices Via Iazzitiello, 47 70029 Santeramo Italy Item 2. (a) Name of Person Filing Pasquale Natuzzi* (b) Address of Principal Business Office or, if none, Residence Via Iazzitiello, 47 70029 Santeramo Italy (c) Citizenship Italian (d) Title of Class of Securities Ordinary Shares, Euro 1 par value (the "Ordinary Shares") (e) CUSIP Number 63905A 10 1 (American Depositary Shares each representing one Ordinary Share) 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: Not Applicable -------------- * As of December 16, 2003, Pasquale Natuzzi holds his entire beneficial ownership of Natuzzi S.p.A. shares (other than 196 American Depositary Shares) through INVEST 2003 S.r.l., an Italian holding company (having its registered office at Via Gobetti 8, Taranto, Italy) wholly-owned by Pasquale Natuzzi. Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 26,064,906.* (b) Percent of class: 47.7%. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 26,064,906.* (ii) Shared power to vote or to direct the vote 0. (iii) Sole power to dispose or to direct the disposition of 26,064,906.* (iv) Shared power to dispose or to direct the disposition of 0. Item 5. Ownership of Five Percent or Less of a Class 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. Certification Not Applicable -------------- * Members of Pasquale Natuzzi's immediate family own 2,800,002 shares of Natuzzi S.p.A. Pasquale Natuzzi disclaims beneficial ownership of the shares of Natuzzi S.p.A. owned by members of his immediate family. ** As of December 16, 2003, Pasquale Natuzzi holds his entire beneficial ownership of Natuzzi S.p.A. shares (other than 196 American Depositary Shares) through INVEST 2003 S.r.l., an Italian holding company (having its registered office at Via Gobetti 8, Taranto, Italy) wholly-owned by Pasquale Natuzzi. 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. February 13, 2004 ----------------- Date /s/ PASQUALE NATUZZI -------------------- Pasquale Natuzzi