Filing Details
- Accession Number:
- 0000950142-20-002910
- Form Type:
- 13D Filing
- Publication Date:
- 2020-12-29 17:10:19
- Filed By:
- North Sound Trading, Lp
- Company:
- Sequans Communications (NYSE:SQNS)
- Filing Date:
- 2020-12-29
- SEC Url:
- 13D 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 |
|---|---|---|---|---|---|---|
| North Sound Trading | 1,800,000 | 0 | 1,800,000 | 0 | 1,800,000 | 5.5% |
| North Sound Management, Inc | 1,800,000 | 0 | 1,800,000 | 0 | 1,800,000 | 5.5% |
| Brian Miller | 1,800,000 | 0 | 1,800,000 | 0 | 1,800,000 | 5.5% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| Sequans Communications S.A. |
| (Name of Issuer) |
| Ordinary shares, nominal value €0.02 |
| (Title of Class of Securities) |
| 817323108 (American Depositary Shares, each representing four ordinary shares) |
| (CUSIP Number) |
| Edward E. Murphy c/o North Sound Management, Inc. 115 East Putnam Avenue Greenwich, CT 06830 (203) 340-8306 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| December 24, 2020 |
| (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. ☐
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 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).
| CUSIP No. 817323108 | SCHEDULE 13D | Page 2 of 7 |
| 1 | NAME OF REPORTING PERSON North Sound Trading, LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,800,000 ADSs representing 7,200,000 Ordinary Shares |
| 8 | SHARED VOTING POWER 0 | |
| 9 | SOLE DISPOSITIVE POWER 1,800,000 ADSs representing 7,200,000 Ordinary Shares | |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,800,000 ADSs representing 7,200,000 Ordinary Shares | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% | |
| 14 | TYPE OF REPORTING PERSON PN | |
| CUSIP No. 817323108 | SCHEDULE 13D | Page 3 of 7 |
| 1 | NAME OF REPORTING PERSON North Sound Management, Inc. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,800,000 ADSs representing 7,200,000 Ordinary Shares |
| 8 | SHARED VOTING POWER 0 | |
| 9 | SOLE DISPOSITIVE POWER 1,800,000 ADSs representing 7,200,000 Ordinary Shares | |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,800,000 ADSs representing 7,200,000 Ordinary Shares | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% | |
| 14 | TYPE OF REPORTING PERSON IA, CO | |
| CUSIP No. 817323108 | SCHEDULE 13D | Page 4 of 7 |
| 1 | NAME OF REPORTING PERSON Brian Miller | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,800,000 ADSs representing 7,200,000 Ordinary Shares |
| 8 | SHARED VOTING POWER 0 | |
| 9 | SOLE DISPOSITIVE POWER 1,800,000 ADSs representing 7,200,000 Ordinary Shares | |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,800,000 ADSs representing 7,200,000 Ordinary Shares | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% | |
| 14 | TYPE OF REPORTING PERSON IN | |
| CUSIP No. 817323108 | SCHEDULE 13D | Page 5 of 7 |
This Amendment No. 2 to Schedule 13D (this “Schedule 13D”) relates to the ordinary shares, nominal value €0.02 per share, (“Ordinary Shares”) of Sequans Communications S.A., a société anonyme
incorporated in France (the “Company”), and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s principal executive offices are located at 15-55 Boulevard Charles de Gaulle,
92700 Colombes, France. The Ordinary Shares are represented by American Depositary Shares, each American Depositary Share representing four Ordinary Shares (the “ADSs”).
This Amendment No. 2 amends and restates Item 5 as follows:
Item 5. Interest in Securities of the Issuer.
The aggregate percentage of ADSs reported as owned by each Reporting Person is based on a total of 131,368,484 Ordinary Shares (equivalent to 32,842,121 ADSs) as reported by the Company in the
prospectus filed with the Securities and Exchange Commission ("SEC") on December 8, 2020. Each ADS represents four Ordinary Shares.
Based on calculations made in accordance with Rule 13d-3(d), each Reporting Person may be deemed to beneficially own 1,800,000 ADSs, constituting approximately 5.5% of the
outstanding Ordinary Shares.
| CUSIP No. 817323108 | SCHEDULE 13D | Page 6 of 7 |
The Reporting Persons may be deemed to constitute a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act. Each Reporting Person disclaims beneficial
ownership of the securities reported herein except to the extent of its pecuniary interest therein, and the filing of this Schedule 13D shall not be construed as an admission of such beneficial ownership or that the Reporting Persons constitute a
person or group.
(a) By virtue of the relationships between and among the Reporting Persons described in Item 2 of this Schedule 13D, each of the Reporting Persons may be deemed to have the sole power to
direct the voting and disposition of the ADSs beneficially owned by the Reporting Persons.
(b) Except as otherwise set forth below, to the knowledge of the Reporting Persons with respect to the persons named in response to Item 2(a), none of the persons named in response to Item
2(a) has effected any transactions in the ADSs during the past 60 days:
| Date | Number of ADS Sold | Price Per ADS ($) |
| 10/22/2020 | 75,000 | 5.053 |
| 10/23/2020 | 39,640 | 5.190 |
| 10/26/2020 | 50,000 | 5.315 |
| 10/27/2020 | 2,100 | 5.314 |
| 10/30/2020 | 800 | 4.230 |
| 12/2/2020 | 50,000 | 5.257 |
| 12/3/2020 | 74,442 | 5.888 |
| 12/3/2020 | 25,000 | 5.914 |
| 12/3/2020 | 25,000 | 5.903 |
| 12/4/2020 | 25,000 | 6.030 |
| 12/4/2020 | 1 | 5.880 |
| 12/4/2020 | 25,000 | 6.009 |
| 12/7/2020 | 25,000 | 6.044 |
| 12/7/2020 | 25,000 | 6.019 |
| 12/11/2020 | 10,248 | 5.719 |
| 12/16/2020 | 800 | 5.387 |
| 12/23/2020 | 50,000 | 6.404 |
| 12/24/2020 | 12,290 | 6.237 |
(c) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ADSs owned by
the Reporting Persons.
(d) Not applicable.
| CUSIP No. 817323108 | SCHEDULE 13D | Page 7 of 7 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 29, 2020
| | NORTH SOUND TRADING, LP | | ||
| | | | | |
| | By: North Sound Management, Inc., its | | ||
| | general partner | | ||
| | | | | |
| | By: | /s/ Brian Miller | | |
| | | Name: | Brian Miller | |
| | | Title: | President | |
| | | | | |
| | NORTH SOUND MANAGEMENT, INC. | | ||
| | | | | |
| | By: | /s/ Brian Miller | | |
| | | Name: | Brian Miller | |
| | | Title: | President | |
| | /s/ Brian Miller | |
| | Brian Miller | |