SEC Form SC 13D/A filed by Cellectis S.A. (Amendment)

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Cellectis S.A.

(Name of Issuer)

Ordinary Shares, nominal value €0.05 per share

(Title of Class of Securities)

15117K103 (American Depositary Shares, each representing one Ordinary Share)

(CUSIP Number)

Charlotte Sorin

Bpifrance Participations S.A.

6-8, boulevard Haussmann

75009 Paris

France

+33 1 53 89 55 73

With copy to:

John C. Partigan
Lloyd H. Spencer

Nixon Peabody LLP

799 9th Street NW, Suite 500

Washington, DC 20001

(202) 585-8000

((Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 6, 2023

(Date of Event Which Requires Filing of this Statement)

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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

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.

¹ Percentage is calculated based on 71,583,768 Ordinary Shares, as reported by the Issuer in its Form 6-K filed with the SEC on November 6, 2023, and 77,519,396 voting rights.

² Percentage is calculated based on 71,583,768 Ordinary Shares, as reported by the Issuer in its Form 6-K filed with the SEC on November 6, 2023, and 77,519,396 voting rights.

³ Percentage is calculated based on 71,583,768 Ordinary Shares, as reported by the Issuer in its Form 6-K filed with the SEC on November 6, 2023, and 77,519,396 voting rights.

⁴ Percentage is calculated based on 71,583,768 Ordinary Shares, as reported by the Issuer in its Form 6-K filed with the SEC on November 6, 2023, and 77,519,396 voting rights.

⁵ Percentage is calculated based on 71,583,768 Ordinary Shares, as reported by the Issuer in its Form 6-K filed with the SEC on November 6, 2023, and 77,519,396 voting rights.

Amendment No. 3 to Schedule 13D

This Amendment No. 3 (“Amendment”) is being filed by Caisse des Dépôts, a French special public entity (établissement spécial) (“CDC”), CDC Croissance S.A., a société anonyme incorporated under the laws of the Republic of France, Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France (“Bpifrance Participations”), Bpifrance S.A., a société anonyme incorporated under the laws of the Republic of France (“Bpifrance”), and EPIC Bpifrance, a French public institution of industrial and commercial nature (“EPIC” ) (collectively, the “Reporting Persons”) pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

This Amendment amends and supplements the Schedule 13D relating to Ordinary Shares (as defined below) of the Issuer (as defined below) filed with the Securities and Exchange Commission (the “SEC”) on August 4, 2020, as amended by: (i) Amendment No. 1 to Schedule 13D filed with the SEC on February 12, 2021; and (ii) Amendment No. 2 to Schedule 13D filed with the SEC on February 14, 2023 (collectively, as amended, the “Schedule 13D”).

Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D.

Item 1 is hereby amended and restated as follows:

This Amendment relates to the ordinary shares, nominal value €0.05 per share (the “Ordinary Shares”), of Cellectis S.A. (the “Issuer”). The principal executive offices of the Issuer are located at 8, rue de la Croix Jarry, 75013 Paris, France.

Item 2 is hereby amended and supplemented as follows:

This Statement is being filed by the following beneficial owners of Ordinary Shares:

The principal address for CDC Croissance is 209, rue de l’Université 75007 Paris. CDC Croissance, a 100% subsidiary of CDC, is a management company which manages a range of equity funds for the CDC Group clients. Specializing in small and mid-cap listed companies, the management company is accredited by the French Autorité des marchés financiers. CDC Croissance is the management company of the equity funds CDC TECH CROISSANCE.

Attached as Appendices A, B, C, D and E to Item 2 is information concerning the executive officers and directors of Bpifrance Participations, CDC Croissance S.A., CDC, EPIC and Bpifrance, respectively, required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D.

None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Appendices A, B, C, D and E to Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

All of the Ordinary Shares that are held of record by the Reporting Persons as reported herein were acquired for investment purposes. The Reporting Persons retain the right to change their investment intent, from time to time to acquire additional Ordinary Shares or other securities of the Issuer, or to sell or otherwise dispose of all or part of the Ordinary Shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.

Except as set forth above, none of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters.

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

As of the date hereof, (i) Bpifrance Participations holds directly 5,873,247 Ordinary Shares, which represents approximately 8.2% of the Issuer’s outstanding Ordinary Shares, and 8,752,747 voting rights, which represents approximately 11.3% of outstanding voting rights, and (ii) CDC Croissance S.A., a wholly-owned subsidiary of CDC, holds, through CDC TECH CROISSANCE, 1,039,906 Ordinary Shares, which represents approximately 1.5% of the Issuer’s Ordinary Shares, and 1,039,906 voting rights, which represents approximately 1.3% of voting rights.

As of the date hereof, none of Bpifrance, EPIC or CDC holds any Ordinary Shares directly. Bpifrance may be deemed to be the beneficial owner of 5,873,247 Ordinary Shares and 8,752,747 voting rights, indirectly through its 99.99% ownership of Bpifrance Participations. EPIC may be deemed to be the beneficial owner of 5,873,247 Ordinary Shares and 8,752,747 voting rights, indirectly through its joint ownership and control of Bpifrance. CDC may be deemed to be the beneficial owner of (x) 5,873,247 Ordinary Shares and 8,752,747 voting rights, indirectly through its joint ownership and control of Bpifrance and (y) 1,039,906 Ordinary Shares and 1,039,906 voting rights, indirectly through its ownership of CDC Croissance.

This Amendment is being filed to reflect a decrease in the Reporting Persons’ percentage ownership of the Issuer’s Ordinary Shares and voting rights, which resulted solely from an increase in the number of Ordinary Shares and voting rights outstanding since the filing of Amendment No. 2 to Schedule 13D and is not due to any transactions in the Ordinary Shares by the Reporting Persons. On November 6, 2023, the Issuer issued 16,000,000 Ordinary Shares to AstraZeneca pursuant to a Collaboration Agreement as described in its Form 6-K filed on November 6, 2023.

(a) See also the information contained on the cover pages of this Amendment, which is incorporated herein by reference. The percentage of Ordinary Shares and voting rights beneficially owned by each Reporting Person is based on 71,583,768 outstanding Ordinary Shares, as reported in the Issuer’s Form 6-K filed with the SEC on November 6, 2023 and 77,519,396 outstanding voting rights of the Issuer. The outstanding Ordinary Shares consists of 55,583,768 Ordinary Shares outstanding as of September 30, 2023 plus 16,000,000 Ordinary Shares issued to AstraZeneca on November 6, 2023, as reported by the Issuer in the Form 6-K filed on November 9, 2023. The outstanding voting rights consists of 61,519,396 voting rights outstanding as of October 31, 2023 plus 16,000,000 voting rights issued to AstraZeneca on November 6, 2023.

(b) See the information contained on the cover pages of this Amendment, which is incorporated herein by reference.

(c) There have been no reportable transactions with respect to the Ordinary Shares of the Issuer within the last 60 days by the Reporting Persons, or, to the best of their knowledge, any of the persons referred to in Appendices A, B, C, D and E to Item 2.

(d) Not applicable.

(e) Not applicable.

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.

APPENDIX A

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

BPIFRANCE PARTICIPATIONS S.A.

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance Participations S.A. are set forth below. The business address of each director and executive officer is Bpifrance Participations S.A., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

BOARD OF DIRECTORS

EXECUTIVE OFFICERS

APPENDIX B

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

CDC CROISSANCE S.A.

The name, business address and present principal occupation or employment of each of the directors and executive officers of CDC Croissance S.A. are set forth below. The business address of each director and executive officer is CDC Croissance S.A., 209, rue de l’Université, 75007 Paris, France. Unless otherwise indicated, each such person is a citizen of France.

BOARD OF DIRECTORS

EXECUTIVE OFFICERS

APPENDIX C

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

CAISSE DES DÉPÔTS

The name, business address and present principal occupation or employment of each of the members of the Management Committee of Caisse des Dépôts are set forth below. The business address of each director and executive officer is Caisse des Dépôts, c/o 56, rue de Lille, 75007 Paris, France. Unless otherwise indicated, each such person is a citizen of France.

MANAGEMENT COMMITTEE

APPENDIX D

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

EPIC BPIFRANCE

The name, business address and present principal occupation or employment of each of the directors and executive officers of EPIC Bpifrance are set forth below. The business address of each director and executive officer is EPIC Bpifrance, 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

DIRECTORS

APPENDIX E

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

BPIFRANCE S.A.

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance S.A. are set forth below. The business address of each director and executive officer is Bpifrance S.A., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

DIRECTORS