SEC Form SC 13G/A filed by Sequans Communications S.A. (Amendment)

 

 

 

 

1

NAME OF REPORTING PERSON

 

Lynrock Lake LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  [   ]

(b)  [   ]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

19,172,104 (1)(2)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

19,172,104 (1)(2)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

19,172,104 (1)(2)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [  ]

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.99% (3)

12

TYPE OF REPORTING PERSON

 

PN, IA

 

 

 

 

1

NAME OF REPORTING PERSON

 

Lynrock Lake Partners LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  [   ]

(b)  [   ]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

19,172,104 (1)(2)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

19,172,104 (1)(2)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

19,172,104 (1)(2)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [  ]

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.99% (3)

12

TYPE OF REPORTING PERSON

 

OO, HC

 

 

 

 

1

NAME OF REPORTING PERSON

 

Cynthia Paul

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [  ]

(b) [  ]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

19,172,104 (1)(2)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

19,172,104 (1)(2)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

19,172,104 (1)(2)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [  ]

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.99% (3)

12

TYPE OF REPORTING PERSON

 

IN, HC

 

 

 

ITEM 1(a).

 NAME OF ISSUER:

 

 

 

 Sequans Communications S.A. (the "Issuer")

 

 

ITEM 1(b).

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

 

 

 

15-55 Boulevard Charles de Gaulle

92700 Columbes

France

 

 

ITEM 2(a).

NAME OF PERSON FILING:

 

 

 

Lynrock Lake LP

Lynrock Lake Partners LLC

Cynthia Paul

 

 

ITEM 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

 

2 International Drive, Suite 130

Rye Brook, NY 10573

 

 

ITEM 2(c).

CITIZENSHIP:

 

 

 

Lynrock Lake LP – Delaware

Lynrock Lake Partners LLC – Delaware

Cynthia Paul – United States

 

 

ITEM 2(d).

TITLE OF CLASS OF SECURITIES:

 

 

 

Ordinary Shares, nominal value €0.02 ("Ordinary Shares"), represented by American Depositary Shares

 

 

ITEM 2(e).

CUSIP NUMBER:

 

 

 

817323207

ITEM  3.

IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 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. 78c); 

 

 

 

(b)  [   ]  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

 

 

 

(c)  [   ]  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);  

 

 

 

(d)  [   ]  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);  

 

 

 

(e)  [X]  An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);

 

 

 

(f)   [   ]  An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);  

 

 

 

(g)  [X]  A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);

 

 

 

(h)  [   ]  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

 

 

(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);

 

 

 

(j)   [   ]  A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); 

 

 

 

(k)  [   ]  Group, in accordance with 240.13d-1(b)(1)(ii)(K).

 

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 as of December 31, 2022:

 

 

Lynrock Lake LP – 19,172,104

Lynrock Lake Partners LLC – 19,172,104

Cynthia Paul – 19,172,104

 

 

 

 

(b)

Percent of class as of December 31, 2022:

 

 

Lynrock Lake LP – 9.99%

Lynrock Lake Partners LLC – 9.99%

Cynthia Paul – 9.99%

 

 

 

 

(c)

Number of shares as to which the person has:

 

 

 

 

 

(i)     Sole power to vote or to direct the vote:

 

 

Lynrock Lake LP – 19,172,104

Lynrock Lake Partners LLC – 19,172,104

Cynthia Paul – 19,172,104

 

 

 

 

 

(ii)    Shared power to vote or to direct the vote:

 

 

Lynrock Lake LP – 0

Lynrock Lake Partners LLC – 0

Cynthia Paul – 0

 

 

 

 

 

(iii)   Sole power to dispose or to direct the disposition of:

 

 

Lynrock Lake LP – 19,172,104

Lynrock Lake Partners LLC – 19,172,104

Cynthia Paul – 19,172,104

 

 

 

 

 

(iv)    Shared power to dispose or to direct the disposition of:

 

 

Lynrock Lake LP – 0

Lynrock Lake Partners LLC – 0

Cynthia Paul – 0

 

As of December 31, 2022, Lynrock Lake Master Fund LP ("Lynrock Lake Master") directly held 4,743,375 American Depositary Shares of the Issuer, which represent 18,973,500 Ordinary Shares. Of the 19,172,104 Ordinary Shares reported as beneficially owned, 198,604 of such Ordinary Shares are issuable upon conversion of the Convertible Notes. The amount of Ordinary Shares issuable upon conversion of the Convertible Notes is limited due to a 9.99% beneficial ownership limitation. Lynrock Lake LP (the "Investment Manager") is the investment manager of Lynrock Lake Master, and pursuant to an investment management agreement, the Investment Manager 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 the Investment Manager and Sole Member of Lynrock Lake Partners LLC, the general partner of the Investment Manager, may be deemed to exercise voting and investment power over securities of the Issuer held by Lynrock Lake Master.

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

 

 

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [   ].

 

 

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

 

 

 

 

 

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

 

 

 

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:

 

 

 

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.

 

 

 

 

LYNROCK LAKE LP

 

By: Lynrock Lake Partners LLC,

its general partner

 

 

 

 

 

 

By:

 

 

Name:  

Cynthia Paul

 

 

Title: 

Sole Member

 

 

 

 

 

 

 

 

 

 

LYNROCK LAKE PARTNERS LLC

 

 

 

 

 

 

By: 

 

 

Name:   

Cynthia Paul

 

 

Title: 

Sole Member

 

 

 

 

 

 

 

 

CYNTHIA PAUL