Filing Details

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

Sophie Paquin

Bpifrance Participations S.A.

27-31, avenue du Général Leclerc

94710 Maisons-Alfort Cedex

France

+33 1 53 89 87 89

 

With copy to:

 

Linda A. Hesse

Jones Day

2, rue Saint Florentin

75001 Paris

France

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

 

(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 persons 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.

 

 

 

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This Amendment No. 2 (this Amendment No. 2) amends the Statement on Schedule 13D relating to ordinary shares, nominal value 0.10 per share, (Ordinary Shares) represented by American Depositary Shares, each American Depositary Share representing one-half of an Ordinary Share (the ADSs), of DBV Technologies S.A., a société anonyme incorporated in France (the Issuer), filed with the Securities and Exchange Commission (the SEC) on April 12, 2018 (as amended, the Schedule 13D). Capitalized terms used in this Amendment No. 2 but not otherwise defined herein have the meanings given to them in the Schedule 13D.

 

Item 1. Security and Issuer.

 

This Amendment No. 2 relates to the Ordinary Shares of the Issuer, which are represented by American Depositary Shares. The Issuers principal executive offices are located at 177-181 avenue Pierre Brossolette, 92120 Montrouge, France.

 

Item 2. Identity and Background.

 

Item 2 is hereby amended and restated as follows:

 

This Schedule 13D is filed jointly by (i) Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France (Bpifrance Participations), (ii) Innobio FPCI (Innobio), a fonds professionnel de capital investissement, (iii) Bpifrance Investissement S.A.S., a French management company (société de gestion) (Bpifrance Investissement), (iv) the Caisse des Dépôts, a French special public entity (établissement spécial) (CDC), (v) EPIC Bpifrance, a French public institution of industrial and commercial nature (EPIC), and (vi) Bpifrance S.A. (Bpifrance), a société anonyme incorporated under the laws of the Republic of France. Bpifrance Participations, Innobio, Bpifrance Investissement, CDC, EPIC and Bpifrance are referred to herein collectively as the Reporting Persons. The principal address for CDC is 56, rue de Lille, 75007 Paris, France. The principal address for Bpifrance Participations, Innobio, Bpifrance Investissement, EPIC and Bpifrance is 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.

 

Bpifrance Participations is a French public company specializing in the business of equity financing via direct investments or fund of funds. Bpifrance Participations is a wholly-owned subsidiary of Bpifrance, a French financial institution especially created for this purpose. CDC and EPIC each hold 50% of the share capital of Bpifrance and jointly control Bpifrance. CDC is principally engaged in the business of long-term investments. EPIC, a French institution of public institution of industrial and commercial nature, is principally engaged in the holding of Bpifrances shares. Innobio is a fund managed by Bpifrance Investissement. The main aim of the fund is to make equity investments in innovative companies providing technology, products and services for health care. Bpifrance Investissement is a wholly-owned subsidiary of Bpifrance Participations.

 

As of April 8, 2019, Bpifrance Participations held directly 4,228,150 Ordinary Shares and Innobio held directly 226,133 Ordinary Shares. None of Bpifrance, EPIC nor Bpifrance Investissement held any Ordinary Shares directly. Bpifrance Investissement may be deemed to be the beneficial owner of the 226,133 Ordinary Shares held by Innobio, through its management of Innobio. Bpifrance may be deemed to be the beneficial owner of 4,454,283 Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations, which is the parent company of Bpifrance Investissement. EPIC may be deemed to be the beneficial owner of 4,454,283 Ordinary Shares, indirectly through its joint ownership and control of Bpifrance. As of April 8, 2019, CDC held directly 150,000 Ordinary Shares and, as a result, CDC may be deemed to be the beneficial owner of 4,604,283 Ordinary Shares directly and indirectly through its joint ownership and control of Bpifrance.

 

Attached as Appendices A, B, C, D and E to Item 2 is information concerning the executive officers and directors of Bpifrance Participations, Bpifrance Investissement, CDC, EPIC and Bpifrance, respectively, required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. Innobio is formed under the laws of the Republic France as a fonds professionnel de capital investissement. Innobio does not have legal capacity under French law or its own personnel, and is represented in all respects by Bpifrance Investissement, its manager.

 

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.

 

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Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and supplemented as follows:

 

On April 8, 2019, Bpifrance Participations purchased 1,247,920 Ordinary Shares in connection with a U.S. public offering and European private placement (the Offering) by the Issuer. Between June 5, 2018 and April 8, 2019, Bpifrance Participations and CDC purchased additional Ordinary Shares on the open market. The number of shares purchased on each day and the price for such shares are set forth in Schedule I to this Schedule 13D and incorporated herein by reference. Bpifrance Participations  and CDC obtained the funds to purchase the Ordinary Shares from working capital.

 

Item 4. Purpose of Transaction.

 

Item 4 is hereby amended and supplemented as follows:

 

On April 3, 2019, the Issuer entered into an underwriting agreement (the Underwriting Agreement) with Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. (the Underwriters), related to the Offering of an aggregate of 5,217,392 Ordinary Shares in a public offering of 1,664,892 Ordinary Shares in the form of 3,329,784 ADS of the Issuer in the United States, Canada and certain other countries outside Europe at a public offering price of $6.75 per ADS and a concurrent private placement of 3,552,500 Ordinary Shares at a price to the public of 12.02 per Ordinary Share. Each ADS represents one-half of one Ordinary Share. The Offering closed on April 8, 2019. In addition, the Issuer granted the Underwriters a 30-day option to purchase up to 782,608 additional ordinary shares in the form of 1,565,216 ADSs (the Underwriters Option). The Underwriters Option was exercised in full on April 5, 2019.

 

The Offering was made pursuant to the Issuers effective shelf registration statement on Form F-3 (File No. 333-212708) filed on July 27, 2016, as amended by Post-Effective Amendment No. 1 on April 1, 2019 and Post-Effective Amendment No. 2 on April 1, 2019, as supplemented by a prospectus supplement dated April 3, 2019, filed on April 4, 2019.

 

Pursuant to the Offering, on April 8, 2019, Bpifrance Participations purchased 1,247,920 Ordinary Shares at the offering price of 12.02 per share. Between June 5, 2018 and April 8, 2019, Bpifrance Participations and CDC purchased additional Ordinary Shares on the open market. The number of shares purchased on each day and the price for such shares are set forth in Schedule I to this Schedule 13D and incorporated herein by reference. Bpifrance Participations  and CDC obtained the funds to purchase the Ordinary Shares from working capital.

 

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. In addition, the Reporting Persons currently intend to acquire additional Ordinary Shares of the Issuer on the open market, if conditions are favorable, but are under no obligation to do so. 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. Interest in Securities of the Issuer.

 

Item 5 is hereby amended and supplemented as follows:

 

Please see Items 5, 6, 7, 8, 9 and 11 of each cover sheet for each filing entity.

 

As of April 8, 2019, Bpifrance Participations held directly 4,228,150 Ordinary Shares and Innobio held directly 226,133 Ordinary Shares. None of Bpifrance, EPIC nor Bpifrance Investissement held any Ordinary Shares directly. Bpifrance Investissement may be deemed to be the beneficial owner of the 226,133 Ordinary Shares held by Innobio, through its management of Innobio. Bpifrance may be deemed to be the beneficial owner of 4,454,283 Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations, which is the parent company of Bpifrance Investissement. EPIC may be deemed to be the beneficial owner of 4,454,283 Ordinary Shares, indirectly through its joint ownership and control of

 

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Bpifrance. As of April 8, 2019, CDC held directly 150,000 Ordinary Shares and, as a result, CDC may be deemed to be the beneficial owner of 4,604,283 Ordinary Shares directly and indirectly through its joint ownership and control of Bpifrance.

 

(a) See also the information contained on the cover pages of this Statement on Schedule 13D which is incorporated herein by reference. The percentage of Ordinary Shares beneficially owned by each Reporting Person is based on 36,157,777 outstanding Ordinary Shares of the Issuer as of April 8, 2019.

 

(b) See the information contained on the cover pages of this Statement on Schedule 13D, which is incorporated herein by reference.

 

(c) There have been no reportable transactions with respect to the Ordinary Shares or ADSs of the Issuer within the last 60 days by the Reporting Persons other than as described in this Schedule 13D and Schedule I attached hereto, which is incorporated herein by reference.

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Not applicable.

 

Item 7. Material to be Filed as Exhibits

 

99.1 Joint Filing Agreement dated as of April 12, 2018, by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to Schedule 13D filed by Bpifrance Participations on April 12, 2018).

 

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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.

 

Dated: April 9, 2019

 

 

		Bpifrance Participations S.A.
		By:	/s/ Sophie Paquin*
		Name:	Sophie Paquin
		Title:	Director of Legal Affairs
		Innobio FPCI
		By:	/s/ Sophie Paquin**
		Name:	Sophie Paquin
		Title:	Director of Legal Affairs (Bpifrance Investissement S.A.S.)
		Bpifrance Investissement S.A.S.
		By:	/s/ Sophie Paquin**
		Name:	Sophie Paquin
		Title:	Director of Legal Affairs
		Caisse des Dépôts
		By:	/s/ Eric Flamarion***
		Name:	Eric Flamarion
		Title:	Head of Financial Investment Division

 

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		Epic Bpifrance
		By:	/s/ Sophie Paquin****
		Name:	Sophie Paquin
		Title:	Director of Legal Affairs
		Bpifrance S.A.
		By:	/s/ Boubakar Dione*****
		Name:	Boubakar Dione
		Title:	Group Director of Legal Affairs

 

* Sophie Paquin is signing on behalf of Bpifrance Participations S.A. by power of attorney previously filed with the Securities and Exchange Commission on February 8, 2018 as Exhibit 1 to Schedule 13D/A filed by Bpifrance Participations related to CGG, and hereby incorporated herein by reference.

 

** Sophie Paquin is signing on behalf of Bpifrance Investissement S.A.S. by power of attorney previously filed with the Securities and Exchange Commission on February 12, 2018 as Exhibit 2 to Schedule 13G/A filed by Bpifrance Participations related to DBV Technologies S.A., and hereby incorporated herein by reference.

 

*** Eric Flamarion is signing on behalf of Caisse des Dépôts by executive order from the general manager of Caisse des Dépôts previously filed with the Securities and Exchange Commission on April 12, 2018 as Exhibit 99.2 to Schedule 13D filed by Bpifrance Participations related to DBV Technologies S.A., and hereby incorporated herein by reference.

 

**** Sophie Paquin is signing on behalf of EPIC Bpifrance by power of attorney previously filed with the Securities and Exchange Commission on February 14, 2017 as Exhibit 3 to Schedule 13G/A filed by Bpifrance Participations related to Orange S.A., and hereby incorporated herein by reference.

 

***** Boubakar Dione is signing on behalf of Bpifrance S.A. by power of attorney previously filed with the Securities and Exchange Commission on September 7, 2017 as Exhibit 2 to Schedule 13D/A filed by Bpifrance Participations related to Constellium N.V., and hereby incorporated herein by reference.

 

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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

 

Name		Present Principal Occupation or Employment
NICOLAS DUFOURCQ		Director, Chairman, Chief Executive Officer of Bpifrance Participations, and Chief Executive Officer of Bpifrance
VIRGINIE FERNANDES		Director, Head of the Steering Department at Caisse des Dépôts
CATHERINE MAYENOBE		Director, Secretary General of Caisse des Dépôts Group
FREDERIC SAINT-GEOURS		Director, President of the supervisory board of SNCF
FRENCH STATE, represented by CHARLES SARRAZIN		Director, in charge of shareholding interests in the Service & Finance sectors, Agence des Participations de lEtat (French State Shareholding Agency)
CONSTANCE VALIGNY		Director, Assistant Director for macroeconomic policies, Direction Générale du Trésor (French Treasury)
BARBARA LAVERNOS		Director, Executive Vice-President Operations at LOreal
VICTOIRE AUBRY		Director, Chief Financial Officer of Icade
SOPHIE STABILE		Founder and CEO Révérence
JULIEN TOGNOLA		Chief, service of Industry, General Directorate for Companies of the Ministry of Economy and Finance

 

EXECUTIVE OFFICERS

 

Name		Present Principal Occupation or Employment
NICOLAS DUFOURCQ		Chief Executive Officer
JOSÉ GONZALO		Executive Director
PIERRE BENEDETTI		Chief Financial Officer

 

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APPENDIX B

 

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

 

Name		Present Principal Occupation or Employment
ERIC LOMBARD		Chairman, Chief Executive Officer of Caisse des Dépôts
NICOLAS DUFOURCQ		Director, Chief Executive Officer of Bpifrance and Director, Chairman and Chief Executive Officer of Bpifrance Participations
GUILLAUME BOUDY		Director, General Secretary for Public Investment
MARIE, MARGUERITE DUFAY		Director, Chairman of the Regional Council of Bourgogne Franche-Comté
MARTIN VIAL		Director, Chairman of the Agence des Participations de lEtat (French State Shareholding Agency)
SOPHIE FERRACCI		Chief of Staff of the Deputy Chief Executive Officer of the Caisse des Dépots
MARIE DELEAGE		Director representing the employees of Bpifrance
PHILIPPE BAYEUX		Director representing the employees of Bpifrance
VIRGINIE CHAPRON-DU JEU		Director, Group Finance Director of the Caisse des Dépôts
CLAIRE DUMAS		Director, Finance Director of Retail Banking France at Société Générale
CLAIRE CHEREMETINSKI		Director, Head of Department of Bilateral and International Matters at the French Treasury (Ministry of Economy and Finance)
HERVE MORIN		Director, Chairman of the Regional Council of Normandie
OLIVIER SICHEL		Director, Deputy Chief Executive Officer of the Caisse des Dépôts
BERNARD DELPIT		Director, Chief Financial Officer of Safran

 

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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

 

Name		Present Principal Occupation or Employment
ERIC LOMBARD		Chief Executive Officer of Caisse des Dépôts
OLIVIER SICHEL		Deputy Chief Executive Officer of Caisse des Dépôts
NICOLAS DUFOURCQ		Chief Executive Officer of Bpifrance
VIRGINIE CHAPRON-DU-JEU		Director of Finance for the Caisse des Dépôts Group
PIERRE CHEVALIER		Head of Legal and Tax Department
PAULINE CORNU-THENARD		Risk Director of the Caisse des Dépôts Group
OLIVIER MAREUSE		Chief Investment Officer - Director of Savings Funds at Caisse des Dépôts
CATHERINE MAYENOBE		Secretary General of Caisse des Dépôts Group
PAUL PENY		Caisse des Dépôts Group Human Resources Director
SOPHIE QUATREHOMME		Group Corporate Communications Director
MICHEL YAHIEL		Pensions and Solidarity Director

 

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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

 

Name		Present Principal Occupation or Employment
PIERRE LEPETIT		Chairman, Chief Executive Officer of EPIC Bpifrance
PIERRE-LOUIS AUTIN		Director, Head of department SITTAR at the Higher Education, Research and Innovation Ministry
YANN POUËZAT		Director, Deputy Director at the Directorate of Financing, Industry and Market of the Ministry of Economy and Finance
VERONIQUE BARRY		Director, Deputy Director at the innovation and entrepreneurship department of the French Ministry of Economy and Finance
JULIEN CABES		Director, Investment Manager at the Agence des Participations de lEtat (French State Shareholding Agency)
ALBAN HAUTIER		Director, Deputy Director at the General Directorate for Budget of the Ministry of Economy and Finance

 

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APPENDIX E

 

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

 

BPIFRANCE INVESTISSEMENT

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance Investissement are set forth below. The business address of each director and executive officer is Bpifrance Investissement S.A.S., 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

 

Name		Present Principal Occupation or Employment
NICOLAS DUFOURCQ		Director, Chairman, Chief Executive Officer of Bpifrance Participations, and Chief Executive Officer of Bpifrance
VIRGINIE FERNANDES		Director, Head of the Steering Department at Caisse des Dépôts
CATHERINE MAYENOBE		Director, Secretary General of the Caisse des Dépôts
FREDERIC SAINT-GEOURS		Director, President of the supervisory board of SNCF
FRENCH STATE, represented by CHARLES SARRAZIN		Director, in charge of shareholding interests in the Service & Finance sectors, Agence des Participations de lEtat (French State Shareholding Agency)
CONSTANCE VALIGNY		Director, Assistant Director for macroeconomic policies, Direction Générale du Trésor (French Treasury)
BARBARA LAVERNOS		Director, Executive Vice-President Operations at LOréal
VICTOIRE AUBRY		Director, Chief Financial Officer of Icade
SOPHIE STABILE		Founder and CEO of Révérence
JULIEN TOGNOLA		Chief, service of Industry, General Directorate for Companies of the Ministry of Economy and Finance

 

EXECUTIVE OFFICERS

 

Name		Present Principal Occupation or Employment
NICOLAS DUFOURCQ		Chief Executive Officer
JOSÉ GONZALO		Executive Director
PIERRE BENEDETTI		Chief Financial Officer

 

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Schedule I

 

		Transaction Date		Quantity of Ordinary Shares Purchased		Price per Ordinary Share ()		Place of Transaction
Bpifrance Participations		June 5, 2018		13,760		37.4826		Euronext
Bpifrance Participations		June 6, 2018		14,375		37,2723		Euronext

 

		Transaction Date		Quantity of Ordinary Shares Purchased		Price per Ordinary Share ()		Place of Transaction
CDC		October 22, 2018		6,000		33.90		Euronext
CDC		October 23, 2018		6,000		31.56		Euronext
CDC		October 24, 2018		6,000		31.74		Euronext
CDC		October 25, 2018		6,000		31.59		Euronext
CDC		October 26, 2018		6,000		31.66		Euronext
CDC		October 29, 2018		7,500		32.82		Euronext
CDC		October 30, 2018		7,500		31.76		Euronext
CDC		October 31, 2018		7,500		32.86		Euronext
CDC		November 2, 2018		7,500		34.15		Euronext

 

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