Amendment: SEC Form SCHEDULE 13G/A filed by Sequans Communications S.A.
$SQNS
Semiconductors
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 4)
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SEQUANS COMMUNICATIONS (Name of Issuer) |
Ordinary Shares, nominal value EUR 0.01 per share (Title of Class of Securities) |
817323306 (CUSIP Number) |
07/31/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 817323306 |
| 1 | Names of Reporting Persons
Lynrock Lake LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,370,760.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13G
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| CUSIP No. | 817323306 |
| 1 | Names of Reporting Persons
LYNROCK LAKE PARTNERS LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,370,760.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO, HC |
SCHEDULE 13G
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| CUSIP No. | 817323306 |
| 1 | Names of Reporting Persons
Paul Cynthia | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,370,760.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
SEQUANS COMMUNICATIONS | |
| (b) | Address of issuer's principal executive offices:
15-55 Boulevard Charles de Gaulle, LES PORTES DE LA DEFENSE, Colombes, France, 92700 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed by (i) Lynrock Lake LP, (ii) Lynrock Lake Partners LLC, and (iii) Cynthia Paul (collectively, the "Reporting Persons"). This statement relates to Ordinary Shares, nominal value EUR 0.01 per share ("Ordinary Shares"), of Sequans Communications S.A. (the "Issuer") held by Lynrock Lake Master Fund LP ("Lynrock Lake Master"). Lynrock Lake LP is the investment manager of Lynrock Lake Master, and pursuant to an investment management agreement, Lynrock Lake LP has been delegated full voting and investment power over securities of the Issuer held by Lynrock Lake Master. Cynthia Paul, the Chief Investment Officer of Lynrock Lake LP and Sole Member of Lynrock Lake Partners LLC, the general partner of Lynrock Lake LP, may be deemed to exercise voting and investment power over securities of the Issuer held by Lynrock Lake Master. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of the Reporting Persons is 2 International Drive, Suite 130, Rye Brook, NY 10573. | |
| (c) | Citizenship:
(i) Lynrock Lake LP is a Delaware limited partnership, (ii) Lynrock Lake Partners LLC is a Delaware limited liability company, and (iii) Cynthia Paul is an individual and is a citizen of the United States. | |
| (d) | Title of class of securities:
Ordinary Shares, nominal value EUR 0.01 per share | |
| (e) | CUSIP No.:
817323306 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | 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) | 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) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Amount beneficially owned as of the date hereof:
Lynrock Lake LP - 9,370,760 Ordinary Shares, represented by 937,076 American Depositary Shares
Lynrock Lake Partners LLC - 9,370,760 Ordinary Shares, represented by 937,076 American Depositary Shares
Cynthia Paul - 9,370,760 Ordinary Shares, represented by 937,076 American Depositary Shares
Amount beneficially owned as of June 30, 2025:
Lynrock Lake LP - 40,741,640 Ordinary Shares, represented by 4,074,164 American Depositary Shares
Lynrock Lake Partners LLC - 40,741,640 Ordinary Shares, represented by 4,074,164 American Depositary Shares
Cynthia Paul - 40,741,640 Ordinary Shares, represented by 4,074,164 American Depositary Shares | |
| (b) | Percent of class:
Percent of class as of the date hereof:
Lynrock Lake LP - 0.7%
Lynrock Lake Partners LLC - 0.7%
Cynthia Paul - 0.7%
Based on 1,427,163,962 Ordinary Shares outstanding as of July 7, 2025, as reported in the Issuer's Prospectus filed with the Securities and Exchange Commission on July 25, 2025.
Percent of class as of June 30, 2025:
Lynrock Lake LP - 16.0%
Lynrock Lake Partners LLC - 16.0%
Cynthia Paul - 16.0%
Based on 255,176,342 Ordinary Shares outstanding as of June 30, 2025, as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with the Securities and Exchange Commission on July 31, 2025. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
As of the date hereof, the Reporting Persons have sole power to vote or to direct the vote of 9,370,760 Ordinary Shares. As of June 30, 2025, the Reporting Persons had sole power to vote or to direct the vote of 40,741,640 Ordinary Shares. | ||
| (ii) Shared power to vote or to direct the vote:
As of the date hereof, the Reporting Persons have shared power to vote or to direct the vote of 0 Ordinary Shares. As of June 30, 2025, the Reporting Persons had shared power to vote or to direct the vote of 0 Ordinary Shares. | ||
| (iii) Sole power to dispose or to direct the disposition of:
As of the date hereof, the Reporting Persons have sole power to dispose or to direct the disposition of 9,370,760 Ordinary Shares. As of June 30, 2025, the Reporting Persons had sole power to dispose or to direct the disposition of 40,741,640 Ordinary Shares. | ||
| (iv) Shared power to dispose or to direct the disposition of:
As of the date hereof, the Reporting Persons have shared power to dispose or to direct the disposition of 0 Ordinary Shares. As of June 30, 2025, the Reporting Persons had shared power to dispose or to direct the disposition of 0 Ordinary Shares. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. |
| 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.
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