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Filing Details

Accession Number:: 0001104659-20-019238
Form Type:: 13G Filing
Publication Date:: 2020-02-12 16:13:04

Filed By:: Bpifrance Participations Sa
Company:: Orange S.a. (NYSE:ORAN)
Filing Date:: 2020-02-12
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
The French Republic acting through Agence des Participations de l 146 Etat	356,194,433	0	356,194,433	0	356,194,433	13.4%
Bpifrance Participations S.A	0	254,219,602	0	254,219,602	254,219,602	9.6%
Caisse des D p ts et Consignations	45,398,917	254,219,602	45,398,917	254,219,602	299,618,519	11.3%
EPIC Bpifrance	0	254,219,602	0	254,219,602	254,219,602	9.6%
Bpifrance S.A	0	254,219,602	0	254,219,602	254,219,602	9.6%

Filing

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

SCHEDULE 13G

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

Orange S.A.

(Name of Issuer)

Ordinary shares, nominal value 4.00 per share

(Title of Class of Securities)

684060106 (American Depositary Shares, each representing one ordinary share)

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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).

	1	Name of Reporting Persons I.R.S. Identification No. of Above Person (Entities Only) The French Republic acting through Agence des Participations de lEtat

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		x
		(b)		o

	3	SEC Use Only

	4	Citizenship or Place of Organization France

Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 356,194,433 ordinary shares; 658,257,734 voting rights

			6		Shared Voting Power 0

			7		Sole Dispositive Power 356,194,433 ordinary shares; 658,257,734 voting rights

			8		Shared Dispositive Power 0

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 356,194,433 ordinary shares; 658,257,734 voting rights

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11	Percent of Class Represented by Amount in Row (9) 13.4% of the ordinary shares; 21.2% of the voting rights

	12	Type of Reporting Person (See Instructions) OO

	1	Name of Reporting Persons I.R.S. Identification No. of Above Person (Entities Only) Bpifrance Participations S.A.

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		x
		(b)		o

	3	SEC Use Only

	4	Citizenship or Place of Organization France

Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0

			6		Shared Voting Power 254,219,602 ordinary shares; 254,219,602 voting rights

			7		Sole Dispositive Power 0

			8		Shared Dispositive Power 254,219,602 ordinary shares; 254,219,602 voting rights

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 254,219,602 ordinary shares; 254,219,602 voting rights

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11	Percent of Class Represented by Amount in Row (9) 9.6% of the ordinary shares; 8.2% of the voting rights

	12	Type of Reporting Person (See Instructions) OO

	1	Name of Reporting Persons I.R.S. Identification No. of Above Person (Entities Only) Caisse des Dépôts et Consignations

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		x
		(b)		o

	3	SEC Use Only

	4	Citizenship or Place of Organization France

Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 45,398,917 ordinary shares; 45,398,917 voting rights

			6		Shared Voting Power 254,219,602 ordinary shares; 254,219,602 voting rights

			7		Sole Dispositive Power 45,398,917 ordinary shares; 45,398,917 voting rights

			8		Shared Dispositive Power 254,219,602 ordinary shares; 254,219,602 voting rights

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 299,618,519 ordinary shares; 299,618,519 voting rights

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11	Percent of Class Represented by Amount in Row (9) 11.3% of the ordinary shares; 9.7% of the voting rights

	12	Type of Reporting Person (See Instructions) OO

	1	Name of Reporting Persons I.R.S. Identification No. of Above Person (Entities Only) EPIC Bpifrance

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		x
		(b)		o

	3	SEC Use Only

	4	Citizenship or Place of Organization France

Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0

			6		Shared Voting Power 254,219,602 ordinary shares; 254,219,602 voting rights

			7		Sole Dispositive Power 0

			8		Shared Dispositive Power 254,219,602 ordinary shares; 254,219,602 voting rights

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 254,219,602 ordinary shares; 254,219,602 voting rights

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11	Percent of Class Represented by Amount in Row (9) 9.6% of the ordinary shares; 8.2% of the voting rights

	12	Type of Reporting Person (See Instructions) OO

	1	Name of Reporting Persons I.R.S. Identification No. of Above Person (Entities Only) Bpifrance S.A.

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		x
		(b)		o

	3	SEC Use Only

	4	Citizenship or Place of Organization France

Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0

			6		Shared Voting Power 254,219,602 ordinary shares; 254,219,602 voting rights

			7		Sole Dispositive Power 0

			8		Shared Dispositive Power 254,219,602 ordinary shares; 254,219,602 voting rights

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 254,219,602 ordinary shares; 254,219,602 voting rights

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11	Percent of Class Represented by Amount in Row (9) 9.6% of the ordinary shares; 8.2% of the voting rights

	12	Type of Reporting Person (See Instructions) OO

Item 1 (a)	Name of Issuer ORANGE S.A.
Item 1 (b)	Address of Issuers Principal Executive Offices: 78, rue Olivier de Serres, Paris 75015 FRANCE

Item 2 (a)	Name of Person Filing: (i) The French Republic acting through Agence des Participations de lEtat (ii) Bpifrance Participations S.A. (iii) Caisse des Dépôts et Consignations (iv) EPIC Bpifrance (v) Bpifrance S.A.
Item 2 (b)	Address of Principal Business Office: (i) 139, rue de Bercy Télédoc 228 75572 Paris Cedex 12 France (ii) 27-31, avenue du Général Leclerc 94710 Maisons-Alfort Cedex France (iii) 56, rue de Lille, 75007 Paris, France (iv) 27-31, avenue du Général Leclerc 94710 Maisons-Alfort Cedex France (v) 27-31, avenue du Général Leclerc 94710 Maisons-Alfort Cedex France
Item 2 (c)	Citizenship: France
Item 2 (d)	Title of Class of Securities: Ordinary Shares, nominal value value 4.00 per share
Item 2 (d)	CUSIP Number: 684060106 (American Depositary Shares, each representing one ordinary share)

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:
	Not applicable

Item 4	Ownership:
Please see Items 5, 6, 7, 8, 9 and 11 of each cover sheet for each filing entity. Ownership is stated as of December 31, 2019 and the ownership percentages are based on 2,660,056,599 ordinary shares outstanding and 3,098,753,359 voting rights outstanding, each as of December 31, 2019, as disclosed by Orange S.A. on January 14, 2020.

Item 5	Ownership of Five Percent or Less of a Class:
Not applicable.

Item 6	Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.

Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
For the identity of each member of the Group and a description of the relevant shareholders agreement, see Exhibit 1 of the Amendment No. 1 to the Schedule 13G, filed as Exhibit 99.1, by the Reporting Persons on February 13, 2017, which is incorporated herein by reference.

Item 8	Identification and Classification of Members of the Group:
For the identity of each member of the Group and a description of the relevant shareholders agreement, see Exhibit 1 of the Amendment No. 1 to the Schedule 13G, filed as Exhibit 99.1, by the Reporting Persons on February 13, 2017, which is incorporated herein by reference. See also Item 4 above.

Item 9	Notice of Dissolution of Group:
Not applicable.

Item 10	Certification:
Not applicable.

SCHEDULE 13G

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: February 12, 2020	The French Republic acting through Agence des Participations de lEtat

	By:	/s/ Martin Vial
	Name:	Martin Vial
	Title:	Chairman of the Agence des Participations de lEtat (Commissaire aux participations de lEtat)


	Bpifrance Participations S.A.

	By:	/s/ Sophie Paquin
	Name:	Sophie Paquin
	Title:	Director of Legal Affairs

	Caisse Des Dépôts et Consignations

	By:	/s/ Eric Flammarion
	Name:	Eric Flammarion
	Title:	Head of Financial Investment Division

	Epic Bpifrance

	By:	/s/ Sophie Paquin
	Name:	Sophie Paquin
	Title:	Director of Legal Affairs

	Bpifrance S.A.

	By:	/s/ Sophie Paquin
	Name:	Sophie Paquin
	Title:	Director of Legal Affairs

Exhibit Index

Exhibit No.		Document

99.1		Exhibit 1 (incorporated by reference to Exhibit 99.1 of the Amendment No. 1 to the Schedule 13G filed by The French Republic acting through Agence des Participations de lEtat, Bpifrance Participations S.A., Caisse Des Dépôts et Consignations, Epic Bpifrance and Bpifrance S.A. on February 14, 2017).