Santhia Gian Franco 4
4 · Ermenegildo Zegna N.V. · Filed May 11, 2026
Research Summary
AI-generated summary of this filing
Ermenegildo Zegna (ZGN) CFO Santhia Gian Franco Receives Award and Sells Shares
What Happened
Santhia Gian Franco, Chief Financial Officer of Ermenegildo Zegna N.V., had 15,600 restricted share units (RSUs) vest and convert into 15,600 ordinary shares on May 7, 2026. Following the vesting, he sold 5,768 of those shares in an open-market transaction on May 8, 2026, for total proceeds of $75,676 (weighted average price $13.12). The remaining converted shares were retained (no further sales reported in this filing). The sale was executed to satisfy tax withholding obligations and is a routine post-vesting transaction rather than a standard market purchase.
Key Details
- Transaction dates: RSU conversion (acquisition) on 2026-05-07; open-market sale on 2026-05-08.
- Sale price/proceeds: Weighted average $13.12; total proceeds $75,676. Individual sale prices ranged $12.98–$13.30 per share (per footnote).
- Amounts: 15,600 RSUs converted to 15,600 ordinary shares; 5,768 shares sold to cover taxes.
- Footnotes of note:
- F1: RSUs convert one-for-one into ordinary shares.
- F2: The 5,768-share sale was solely to satisfy tax withholding upon vesting.
- F3: Reported price is a weighted average; shares sold at prices between $12.98 and $13.30.
- F4: The 15,600 RSUs were granted under the Long‑Term Incentive Awards 2022‑2025, vesting in May 2026.
- Shares owned after transaction: Not specified in the provided filing.
- Filing timeliness: Form 4 was filed on 2026-05-11; this is later than the typical two-business-day Form 4 deadline relative to the May 7–8 transactions.
Context
This was a conversion of RSUs (a grant converting into ordinary shares) followed by a partial sale to cover withholding taxes — a common administrative action when equity awards vest. The filing shows no additional purchases or opportunistic sales; such tax-withholding sales are generally considered routine and do not necessarily indicate the insider's view on company prospects.
Insider Transaction Report
- Exercise/Conversion
Ordinary Shares, nominal value Euro 0.02 per share
[F1]2026-05-07+15,600→ 50,216 total - Sale
Ordinary Shares, nominal value Euro 0.02 per share
[F2][F3]2026-05-08$13.12/sh−5,768$75,676→ 44,448 total - Exercise/Conversion
Restricted Share Units
[F1][F4]2026-05-07−15,600→ 0 total→ Ordinary Shares, nominal value Euro 0.02 per share (15,600 underlying)
Footnotes (4)
- [F1]Restricted share units ("RSUs") convert into Ordinary Shares on a one-for-one basis.
- [F2]The reporting person sold 5,768 Ordinary Shares upon the vesting of a RSU award granted to him on February 22, 2022, solely to satisfy tax withholding obligations incurred upon vesting.
- [F3]The price reported in Column 4 is a weighted average price. These Ordinary Shares were sold in multiple transactions at prices ranging from $12.98 to $13.30, inclusive. The reporting person undertakes to provide Ermenegildo Zegna N.V., any security holder of Ermenegildo Zegna N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Ordinary Shares sold at each separate price within the range set forth in footnote (3) to this Form 4.
- [F4]As previously reported, the reporting person was granted 15,600 RSUs under the Long-Term Incentive Awards 2022-2025, vesting in May 2026.