Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Innate Pharma S.A.

(Name of Issuer)

 

Ordinary Shares, nominal value €0.05 per share

(Title of Class of Securities)

 

45781K105 (American Depositary Shares, each representing one Ordinary Share)

(CUSIP Number)

 

Sophie Paquin

Bpifrance Participations S.A.

6-8, boulevard Haussmann

75009 Paris

France

+33 1 53 89 55 73

 

With copy to:

John C. Partigan

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)

 

October 11, 2022

(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 o.

 

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.

 

 

 

CUSIP No. 45781K105
	1	Name of Reporting Person Bpifrance Participations S.A.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		¨
	3	SEC Use Only
	4	Source of Funds WC
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
	6	Citizenship or Place of Organization France
Number of Shares Beneficially Owned by Each Reporting Person With			7		Sole Voting Power 0
			8		Shared Voting Power 6,389,406 Ordinary Shares
			9		Sole Dispositive Power 0
			10		Shared Dispositive Power 6,389,406 Ordinary Shares
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,389,406 Ordinary Shares
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
	13	Percent of Class Represented by Amount in Row (11) 8.0% of the Ordinary Shares; 7.9% of the theoretical voting rights1
	14	Type of Reporting Person (See Instructions) OO

 

1

Percentages of class is calculated based on 79,893,019 Ordinary Shares outstanding and 80,650,859 theoretical voting rights, respectively, as of August 1, 2022, as reported by Innate Pharma S.A. on August 8, 2022.

 

 

CUSIP No. 45781K105
	1	Name of Reporting Person Caisse des dépôts et consignations
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		¨
	3	SEC Use Only
	4	Source of Funds WC
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
	6	Citizenship or Place of Organization France
Number of Shares Beneficially Owned by Each Reporting Person With			7		Sole Voting Power 0
			8		Shared Voting Power 7,988,369 Ordinary Shares
			9		Sole Dispositive Power 0
			10		Shared Dispositive Power 7,988,369 Ordinary Shares
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 7,988,369 Ordinary Shares
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
	13	Percent of Class Represented by Amount in Row (11) 10.0% of the Ordinary Shares; 9.9% of the theoretical voting rights2
	14	Type of Reporting Person (See Instructions) OO

 

2

Percentages of class is calculated based on 79,893,019 Ordinary Shares outstanding and 80,650,859 theoretical voting rights, respectively, as of August 1, 2022, as reported by Innate Pharma S.A. on August 8, 2022.

 

 

CUSIP No. 45781K105
	1	Name of Reporting Person EPIC Bpifrance
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		¨
	3	SEC Use Only
	4	Source of Funds WC
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
	6	Citizenship or Place of Organization France
Number of Shares Beneficially Owned by Each Reporting Person With			7		Sole Voting Power 0
			8		Shared Voting Power 6,389,406 Ordinary Shares
			9		Sole Dispositive Power 0
			10		Shared Dispositive Power 6,389,406 Ordinary Shares
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,389,406 Ordinary Shares
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
	13	Percent of Class Represented by Amount in Row (11) 8.0% of the Ordinary Shares; 7.9% of the theoretical voting rights3
	14	Type of Reporting Person (See Instructions) OO

 

3

Percentages of class is calculated based on 79,893,019 Ordinary Shares outstanding and 80,650,859 theoretical voting rights, respectively, as of August 1, 2022, as reported by Innate Pharma S.A. on August 8, 2022.

 

 

CUSIP No. 45781K105
	1	Name of Reporting Person Bpifrance S.A.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		¨
	3	SEC Use Only
	4	Source of Funds WC
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
	6	Citizenship or Place of Organization France
Number of Shares Beneficially Owned by Each Reporting Person With			7		Sole Voting Power 0
			8		Shared Voting Power 6,389,406 Ordinary Shares
			9		Sole Dispositive Power 0
			10		Shared Dispositive Power 6,389,406 Ordinary Shares
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,389,406 Ordinary Shares
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
	13	Percent of Class Represented by Amount in Row (11) 8.0% of the Ordinary Shares; 7.9% of the theoretical voting rights4
	14	Type of Reporting Person (See Instructions) OO

 

4	Percentages of class is calculated based on 79,893,019 Ordinary Shares outstanding and 80,650,859 theoretical voting rights, respectively, as of August 1, 2022, as reported by Innate Pharma S.A. on August 8, 2022.

 

 

Amendment No. 1 to Schedule 13D

 

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2021 (the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D, as amended. Capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D 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 October 18, 2022, Bpifrance Participations held directly 6,389,406 Ordinary Shares and CDC Croissance S.A., a wholly-owned subsidiary of CDC (“CDC Croissance”), held directly 1,598,963 Ordinary Shares. None of Bpifrance, CDC nor EPIC held any Ordinary Shares directly. Bpifrance may be deemed to be the beneficial owner of 6,389,406 Ordinary Shares, indirectly through its ownership of Bpifrance Participations. EPIC may be deemed to be the beneficial owner of 6,389,406 Ordinary Shares, indirectly through its joint ownership and control of Bpifrance. CDC may be deemed to be the beneficial owner of (i) 6,389,406 Ordinary Shares, indirectly through its joint ownership and control of Bpifrance, and (ii) 1,598,963 Ordinary Shares, indirectly through its ownership of CDC Croissance.

 

(a) See also the information contained on the cover pages of this Schedule 13D, which is incorporated herein by reference. The percentages of Ordinary Shares beneficially owned and theoretical voting rights of each Reporting Person is based on 79,893,019 Ordinary Shares outstanding and 80,650,859 theoretical voting rights, respectively, as of August 1, 2022, as reported by the Issuer on August 8, 2022.

 

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

 

(c) Between September 5, 2022 and October 14, 2022, CDC Croissance, sold 564,098 Ordinary Shares it held directly:

 

Date			Amount of Shares				Average Per Share Price				How Effected
9/5/2022				7,795				2.6181			Open Market
9/6/2022				7,596				2.612			Open Market
9/7/2022				6,707				2.6062			Open Market
9/8/2022				5,153				2.6028			Open Market
9/9/2022				1,056				2.6071			Open Market
9/12/2022				15,000				2.6581			Open Market
9/13/2022				15,000				2.6347			Open Market
9/14/2022				14,850				2.5575			Open Market
9/15/2022				15,075				2.5557			Open Market
9/16/2022				14,091				2.5201			Open Market
9/19/2022				18,054				2.5289			Open Market
9/20/2022				12,487				2.5009			Open Market
9/21/2022				22,165				2.4554			Open Market
9/22/2022				14,821				2.4611			Open Market
9/23/2022				3,950				2.4932			Open Market
9/26/2022				12,836				2.2705			Open Market
10/3/2022				28,234				2.0445			Open Market
10/4/2022				42,942				2.0719			Open Market
10/5/2022				42,937				2.0603			Open Market
10/6/2022				42,944				2.0443			Open Market
10/7/2022				35,383				2.0735			Open Market
10/10/2022				8,846				2.0663			Open Market
10/11/2022				51,539				2.0452			Open Market
10/12/2022				51,533				2.01			Open Market
10/13/2022				35,527				2.021			Open Market
10/14/2022				37,577				2.0343			Open Market

 

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 7. Material to Be Filed as Exhibits.

 

Exhibit		Description
99.1		Joint Filing Agreement, dated as of February 12, 2021, by and among the Reporting Persons.

 

 

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:      October 21, 2022

 

	Bpifrance Participations S.A

By:

/s/ Sophie Pacquin

	Name:	Sophie Pacquin
	Title:	Director of Legal Affairs

 

	CDC des dépôts et consignations

By:

/s/ Laurence Giraudon

	Name:	Laurence Giraudon
	Title:	Chief Operating Officer, Finance and Operations Department, Asset Management Division

 

	EPIC Bpifrance

By:

/s/ Sophie Pacquin

	Name:	Sophie Pacquin
	Title:	Director of Legal Affairs

 

	Bpifrance S.A

By:

/s/ Boubakar Dione

	Name:	Boubakar Dione
	Title:	Group Director of Legal Affairs

 

 

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
CAROLE ABBEY DUVAL		Director, Head of the Steering Department of strategic holdings at Caisse des Dépôts
REMI FOURNIAL		Director, Head of M&A at Groupe Caisse des Dépôts
FREDERIC SAINT-GEOURS		Director, Director of Société nationale SNCF
FRENCH STATE, represented by CHARLES SARRAZIN		Director, in charge of shareholding interests in the Service & Finance sectors, Agence des Participations de l’Etat (French State Shareholding Agency)
CONSTANCE VALIGNY		Director, Assistant Director for macroeconomic policies, Direction Générale du Trésor (French Treasury)
CHLOE MAYENOBE		Director, Chief Growth Officer and General Representative at Solarisbank
VICTOIRE AUBRY		Director, Chief Financial Officer of Icade
CAROLINE PAROT		Director, CEO of Europcar Mobility Group
ROMAIN BONENFANT		Director, 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

 

 

APPENDIX B

 

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

 

CAISSE DES DÉPÔTS ET CONSIGNATIONS

 

The name, business address and present principal occupation or employment of each of the members of the Management Committee of Caisse des Dépôts et consignations are set forth below. The business address of each director and executive officer is Caisse des Dépôts et consignations, 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 et consignations
OLIVIER SICHEL		Deputy Chief Executive Officer of Caisse des Dépôts et consignations
NICOLAS DUFOURCQ		Chief Executive Officer of Bpifrance
VIRGINIE CHAPRON-DU-JEU		Director of Finance for the Caisse des Dépôts et consignations Group
PIERRE CHEVALIER		Head of Legal and Tax Department
NATHALIE TUBIANA		Risk Director of the Caisse des Dépôts et consignations Group
OLIVIER MAREUSE		Chief Investment officer - Director of Savings Funds at Caisse des Dépôts et consignations
CATHERINE MAYENOBE		Secretary General of Caisse des Dépôts et consignations Group
SOPHIE QUATREHOMME		Group Corporate Communications Director
MICHEL YAHIEL		Pensions and Solidarity Director
ANTOINE SAINTOYANT		Director of strategic holdings at Caisse des Dépôts et consignations

 

 

APPENDIX C

 

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
CHRISTIAN BODIN		Director, Chairman, Chief Executive Officer of EPIC Bpifrance
PIERRE-LOUIS AUTIN		Director, Head of department SITTAR at the Higher Education, Research and Innovation Ministry
PIERRE CHABROL		Director, Deputy Director at the Directorate of Financing, Industry and Market of the Ministry of Economy and Finance
LOUIS PASQUIER DE FRANCLIEU		Director, Deputy Director at the 3rd General Directorate for Budget of the Ministry of Economy and Finance
VINCENT TEJEDOR		Director, Assistant Director in charge of the development of enterprises, General Directorate for Companies of the Ministry of Economy and Finance
EMMANUELLE BENHAMOU		Director, Deputy at the audit and accounting department of the Agence des Participations de l’Etat (French State Shareholding Agency)
GERALDINE LEVEAU		Director, Deputy General Secretary for Public Investment

 

 

APPENDIX D

 

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		Director, Chairman, Chief Executive Officer of the Caisse des Dépôts
NICOLAS DUFOURCQ		Director, Chief Executive Officer of Bpifrance and Director, Chairman and Chief Executive Officer of Bpifrance Participations
ALEXIS ZAJDENWEBER		Director, Chairman of the Agence des Participations de l’Etat (French State Shareholding Agency)
SEBASTIEN RASPILLER		Director, Chief of the service relating to the financing of the economy at the Direction Générale du Trésor (French Treasury)
MARIE DELEAGE		Director representing the employees of Bpifrance
PHILIPPE BAYEUX		Director representing the employees of Bpifrance
VIRGINIE CHAPRON-DU JEU		Director, Director of Finance for the Caisse des Dépôts Group
CLAIRE DUMAS		Director, Finance Director at Société Générale

 

SOPHIE STABILE		Director, CFO at Groupe Lagardère
CATHERINE LAGNEAU		Director, Deputy Director of the General council of economy
ANTOINE SAINTOYANT		Director, Director of strategic holdings at Caisse des Dépôts
HAROLD HUWART		Director, Vice-president of the Regional Council of Centre-Val-de-Loire, in charge of the economy, farming and associations
CAROLE ABBEY DUVAL		Director, Head of the Steering Department of strategic holdings at Caisse des Dépôts
DIANE SIMIU		Director, deputy of the general commissioner for sustainable development at the Ministry for economic and solidarity transition