SEC Form SC 13D filed by Criteo S.A.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

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

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

The information required on 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).

Item 1. Security and Issuer.

This statement on Schedule 13D relates to the American Depositary Shares issued within the framework of the Amended and Restated Deposit Agreement dated December 28, 2021 between Criteo S.A., the Bank of New York Mellon and owners and holders of American Depositary Shares (the “ADS”), each representing one ordinary share, nominal value €0.025 per share, (the “Shares”) of Criteo S.A., a French société anonyme whose headquarters are located 32 rue Blanche, 75009 Paris, France (the “Issuer”).

Depending on the evolution of the market for the ADS, as well as the outcome of (i) the Reporting Persons’ discussions with the Issuer’s managers and Board members (regarding in particular the Reporting Persons’ proposal to submit the candidacy of independent Board members to the next general meeting), (ii) the publication of the Letter, and (iii) the change, if any, in the Issuer’s strategy, the Reporting Persons may seek to obtain the appointment of new Board members, or the dismissal of existing Board members, at the Issuer’s next general meeting.

A copy of the Letter is filed as an exhibit to this statement on Schedule 13D and is incorporated herein by reference.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and depending upon various factors, including without limitation, the Issuer’s financial position and strategic direction, the outcome of any discussions referenced above, overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, may endeavor (i) to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving the ADS, the Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer in the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the ADS and the Shares without affecting their beneficial ownership of the ADS and the Shares. In addition, the Reporting Persons may, at any time and from time to time, (i) review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

The information set forth in each of Item 3 and Item 5 of this Schedule 13D is incorporated herein by reference.

In connection with filing this Schedule 13D jointly, pursuant to Rule 13d-1(k)(1) under the Act, the Reporting Persons entered into a Joint Filing Agreement, a copy of which is filed as an exhibit to this statement on Schedule 13D and is incorporated herein by reference.

Except as otherwise set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between the Reporting Persons named in Item 2 and any other person with respect to any securities of the Issuer.

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.

SCHEDULE 1

Transactions in the ADS of the Issuer by the Reporting Persons During the Past Sixty (60) Days

The following table sets forth all transactions in the ADS effected during the past sixty (60) days by the Reporting Persons. Except as noted below, all such transactions were effected in the open market through brokers and the price per share excludes commissions.