Filing Details

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No.      )*

 

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

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ 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).

 

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⁽¹⁾ Based on 56,420,382 shares of ordinary shares reported to be outstanding on the Issuer’s Quarterly Report on Form 10-Q filed on November 2, 2023.

⁽¹⁾ Based on 56,420,382 shares of ordinary shares reported to be outstanding on the Issuer’s Quarterly Report on Form 10-Q filed on November 2, 2023.

⁽¹⁾ Based on 56,420,382 shares of ordinary shares reported to be outstanding on the Issuer’s Quarterly Report on Form 10-Q filed on November 2, 2023.

Item 1(a).

Name of Issuer:

 CRITEO S.A. (the “Issuer”)

 

Item 1(b).

Address of Issuer's Principal Executive Offices:

 32 Rue Blanche

Item 2(a).

Name of Person Filing:

Item 2(b).

Address of Principal Business Office or, if none, Residence:

Item 2(c).

Citizenship:

 

a.	Petrus Advisers Ltd. Eighth Floor, 6 New Street Square, New Fetter Lane London, United Kingdom EC4A 3AQ Citizenship: Private limited company organized under the laws of the United Kingdom
b.	Klaus Umek c/o Petrus Advisers Ltd. Eighth Floor, 6 New Street Square, New Fetter Lane London, United Kingdom EC4A 3AQ Citizenship: Austrian
c.	Till Hufnagel c/o Petrus Advisers Ltd. Eighth Floor, 6 New Street Square, New Fetter Lane London, United Kingdom EC4A 3AQ Citizenship: German

Item 2(d).

Title of Class of Securities:

Item 2(e).

CUSIP Number:

 226718104

Item 3.

If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the oerson filing is a:

(a)

☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(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)

☐ 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)

☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

☐ A savings association 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 undersSection 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4.

Ownership.

CUSIP No.

226718104

Page 7 of 7

 

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.

 This Item 7 is not applicable.

Item 8.

Identification and Classification of Members of the Group.

 This Item 8 is not applicable.

Item 9.

Notice of Dissolution of Group.

 This Item 9 is not applicable.

DATED: November 30, 2023

By:	Petrus Advisers Ltd.
	By:	/s/ Suraj Shah
	Name:	Suraj Shah
	Title:	Director
	By:	/s/ Klaus Umek
		Klaus Umek
	By:	/s/ Till Hufnagel
		Till Hufnagel

 EXHIBIT I

The undersigned acknowledge and agree that (i) the foregoing statement on Schedule 13G filed with respect to the American Depository Shares, each representing one Ordinary Share, nominal value €0.025 per share, of Criteo S.A. is filed on behalf of each of the undersigned, (ii) that all subsequent amendments to the foregoing statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements, and (iii) that this Agreement shall be attached as an exhibit to the foregoing statement on Schedule 13G and to any future amendments to the foregoing statement on Schedule 13G. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.