Filing Details

Accession Number:
0001213900-24-047455
Form Type:
13D Filing
Publication Date:
2024-05-28 20:00:00
Filed By:
Petrus Advisers Ltd.
Company:
Criteo S.a.
Filing Date:
2024-05-29
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
Petrus Advisers Ltd 4,581,581 0 5,008,418 5,008,418 8.84%
Klaus Umek 4,581,581 85,132 5,008,418 5,093,550 8.99%
Till Hufnagel 4,581,581 185,561 5,008,418 5,193,979 9.16%
Filing
 

 

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

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

  Criteo S.A.  
  (Name of Issuer)  
     
  American Depositary Shares, each representing one
Ordinary Share, nominal value €0.025 per share
 
  (Title of Class of Securities)  
     
  226718104  
  (CUSIP Number)  
     
 

Connie Neumann

Office and compliance manager

Petrus Advisers Ltd

Eighth Floor, 6 New Street Square, New Fetter Lane

London EC4A 3AQ, United Kingdom

+44 20 7933 8831

 
  (Name, Address and Telephone Number of Person Authorized to  
  Receive Notices and Communications)  
     
  May 24, 2024  
  (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 Sections 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 Section 240.13d-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 (however, see the Notes).

 

 

 

 

 

CUSIP No. 226718104 13D Page 2 of 8 pages

 

1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  Petrus Advisers Ltd.
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    
  (see instructions) (a)
    (b)
3 SEC USE ONLY    
       
       
4 SOURCE OF FUNDS* (see instructions)    
  OO    
       
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED    
  PURSUANT TO ITEMS 2(d) OR 2(e)  
       
6 CITIZENSHIP OR PLACE OF ORGANIZATION    
  United Kingdom    

 

  7 SOLE VOTING POWER

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  0
   
8 SHARED VOTING POWER
  4,581,581
   
9 SOLE DISPOSITIVE POWER
  0
   
10 SHARED DISPOSITIVE POWER
  5,008,418

 

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
  5,008,418  
       
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
  (see instructions)  
       
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    
  8.84%1    
       
14 TYPE OF REPORTING PERSON* (see instructions)    
  FI    
       

 

1Based on 56,687,497 Shares (as defined herein) outstanding as of April 30, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed on May 2, 2024.

 

 

 

CUSIP No. 226718104 13D Page 3 of 8 pages

 

1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  Klaus Umek
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    
  (see instructions) (a)
    (b)
3 SEC USE ONLY    
       
       
4 SOURCE OF FUNDS* (see instructions)    
  OO, PF    
       
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED    
  PURSUANT TO ITEMS 2(d) OR 2(e)  
       
6 CITIZENSHIP OR PLACE OF ORGANIZATION    
  Austrian    

 

  7 SOLE VOTING POWER

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  85,132
   
8 SHARED VOTING POWER
  4,581,581
   
9 SOLE DISPOSITIVE POWER
  85,132
   
10 SHARED DISPOSITIVE POWER
  5,008,418

 

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
  5,093,550  
       
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
  (see instructions)  
       
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    
  8.99%2    
       
14 TYPE OF REPORTING PERSON* (see instructions)    
  IN, HC    
       

 

2Based on 56,687,497 Shares outstanding as of April 30, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed on May 2, 2024.

 

 

 

CUSIP No. 226718104 13D Page 4 of 8 pages

 

1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  Till Hufnagel
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    
  (see instructions) (a)
    (b)
3 SEC USE ONLY    
       
       
4 SOURCE OF FUNDS* (see instructions)    
  OO, PF    
       
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED    
  PURSUANT TO ITEMS 2(d) OR 2(e)  
       
6 CITIZENSHIP OR PLACE OF ORGANIZATION    
  German    

 

  7 SOLE VOTING POWER

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  185,561
   
8 SHARED VOTING POWER
  4,581,581
   
9 SOLE DISPOSITIVE POWER
  185,561
   
10 SHARED DISPOSITIVE POWER
  5,008,418

 

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
  5,193,979  
       
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
  (see instructions)  
       
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    
  9.16%3    
       
14 TYPE OF REPORTING PERSON* (see instructions)    
  IN, HC    
       

 

3Based on 56,687,497 Shares outstanding as of April 30, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed on May 2, 2024.

 

 

 

CUSIP No. 226718104 13D Page 5 of 8 pages

 

EXPLANATORY NOTE

 

Pursuant to Rule 13d-2 under the Act, this Amendment No. 4 to the Schedule 13D (“Amendment No. 4”) amends certain items of the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “Commission”) on February 27, 2024, as amended by Amendment No. 1 filed with the Commission on April 18, 2024, Amendment No. 2 filed with the Commission on April 24, 2024, and Amendment No. 3 filed with the Commission on May 15, 2024 (collectively, the “Schedule 13D”), relating to the American Depository Shares (the “ADS”), each representing one ordinary share, nominal value €0.025 per share (the “Shares”) of Criteo S.A., a French société anonyme whose headquarters are located at 32 rue Blanche, 75009 Paris, France (the “Issuer”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

 

 

 

CUSIP No. 226718104 13D Page 6 of 8 pages

 

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

 

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:   

 

Because the Reporting Persons have generated more proceeds from sales of ADS than they have spent on acquiring ADS and options to acquire ADS since the filing of Amendment No. 3 on May 15, 2024, the Reporting Persons have not had to source additional funds to acquire the ADS and options to acquire ADS purchased since the filing of Amendment No. 3 on May 15, 2024.

 

Item 5. Interest in Securities of the Issuer

 

Item 5(a)-(c) of the Schedule 13D is hereby amended and supplemented as follows:

 

(a)

See rows (11) and (13) of pages 2, 3 and 4 of this Amendment No. 4 for the aggregate number of ADS and percentage of ADS beneficially owned by the Reporting Persons. These amounts include (i) an aggregate 3,795,000 ADS that the Reporting Persons have the right to acquire within 60 days upon exercise of long standardized call options, and (ii) 310,000 ADS that the Reporting Persons have the right to recall at any time at a price of $29.7930, and 200,000 ADS that the Reporting Persons have the right to recall at any time at a price of $29.036, both pursuant to a repurchase agreement with RBC Bank that terminates on July 11, 2024. The aggregate percentage of ADS reported beneficially owned by the Reporting Persons is based upon 56,687,497 Shares outstanding as of April 30, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed by the Issuer with the Commission on May 2, 2024.

 

(b)See rows (7) through (10) of pages 2, 3 and 4 of this Amendment No. 4 for the ADS as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or direct the disposition. Each of Petrus, Mr. Hufnagel and Mr. Umek may be deemed to share voting power and share dispositive power over the ADS and options to acquire ADS held directly by the investment vehicles and managed accounts for which Petrus serves as investment manager or portfolio adviser and the private individuals who have signed powers of attorney in favor of Petrus.

 

(c)The transactions in the ADS effected by the Reporting Persons since the filing of Amendment No. 3 on May 15, 2024 are set forth on Schedule 5 attached hereto.

 

 

 

CUSIP No. 226718104 13D Page 7 of 8 pages

 

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.

 

    Petrus Advisers Ltd.
     
By: /s/ Suraj Shah
    Suraj Shah
    (Name)
     
    Director
    (Title)
     
    May 29, 2024
    (Date)

 

By: /s/ Klaus Umek
    Klaus Umek
    (Name)
     
    May 29, 2024
    (Date)

 

By: /s/ Till Hufnagel
    Till Hufnagel
    (Name)
     
    May 29, 2024
    (Date)

 

 

 

CUSIP No. 226718104 13D Page 8 of 8 pages

 

SCHEDULE 5

 

Transactions in the ADS of the Issuer by the Reporting Persons since the filing of Amendment No. 3

 

The following table sets forth all transactions in the ADS effected since the filing of Amendment No. 3 on May 15, 2024 by the Reporting Persons. Except as noted below, all such transactions were effected in the open market through brokers and the price per share excludes commissions.

 

Reporting Person   Type   Quantity4   Name of Security   Price5   Trade Date6
Petrus Advisers LTD   Sell   -13,900   CRTO US Equity   37.745000   20240514
Petrus Advisers LTD   Buy   6,000   CRTO US Equity   37.667442   20240514
Petrus Advisers LTD   Sell   -200   CRTO US Equity   37.800000   20240514
Petrus Advisers LTD   Sell   -1,305   CRTO US Equity   37.812720   20240514
Petrus Advisers LTD   Sell   -1,205   CRTO US Equity   37.479270   20240515
Petrus Advisers LTD   Sell   -550   CRTO US 05/17/24 C35 Equity   1.750000   20240516
Petrus Advisers LTD   Sell   -1,540   CRTO US Equity   37.072078   20240516
Petrus Advisers LTD   Sell   -72,000   CRTO US Equity   36.297805   20240517
Petrus Advisers LTD   Sell   -20,000   CRTO US Equity   36.400000   20240517
Petrus Advisers LTD   Sell   -85,000   CRTO US Equity   36.400000   20240517
Petrus Advisers LTD   Sell   -4,450   CRTO US 05/17/24 C35 Equity   1.400000   20240517
Petrus Advisers LTD   Buy   2,500   CRTO US 06/21/24 C40 Equity   0.600000   20240517
Petrus Advisers LTD   Buy   2,500   CRTO US 06/21/24 C42.5 Equity   0.400000   20240517
Petrus Advisers LTD   Buy   2,500   CRTO US 07/19/24 C35 Equity   3.200000   20240517
Petrus Advisers LTD   Buy   4,450   CRTO US 07/19/24 C35 Equity   3.200000   20240517
Petrus Advisers LTD   Sell   -3,000   CRTO US 10/18/24 C30 Equity   7.700000   20240517
Petrus Advisers LTD   Buy   3,000   CRTO US 10/18/24 C35 Equity   4.600000   20240517
Petrus Advisers LTD   Buy   3,000   CRTO US 10/18/24 C35 Equity   4.600000   20240517
Petrus Advisers LTD   Sell   -3,000   CRTO US 10/18/24 C40 Equity   2.250000   20240517
Petrus Advisers LTD   Sell   -12,000   CRTO US Equity   36.780000   20240517
Petrus Advisers LTD   Sell   -20,000   CRTO US Equity   37.202739   20240520
Petrus Advisers LTD   Sell   -43,015   CRTO US Equity   37.306298   20240520
Petrus Advisers LTD   Sell   -4,945   CRTO US Equity   37.253764   20240521
Petrus Advisers LTD   Buy   1,000   CRTO US Equity   37.141000   20240521
Petrus Advisers LTD   Buy   69,000   CRTO US Equity   36.870757   20240521
Petrus Advisers LTD   Sell   -50,000   CRTO US Equity   37.165663   20240522
Petrus Advisers LTD   Sell   -50,000   CRTO US Equity   37.055000   20240522
Petrus Advisers LTD   Sell   -50,000   CRTO US Equity   37.135000   20240522
Petrus Advisers LTD   Sell   -16,493   CRTO US Equity   37.522552   20240523
Petrus Advisers LTD   Sell   -250   CRTO US Equity   39.000000   20240524
Petrus Advisers LTD   Sell   -29,343   CRTO US Equity   38.931082   20240524
Petrus Advisers LTD   Sell   -24,908   CRTO US Equity   39.005271   20240524
Petrus Advisers LTD   Sell   -20,657   CRTO US Equity   39.014589   20240524
Petrus Advisers LTD   Sell   -2,200   CRTO US Equity   39.000227   20240524
Petrus Advisers LTD   Sell   -39,605   CRTO US Equity   39.024861   20240524
Petrus Advisers LTD   Sell   -26,249   CRTO US Equity   39.023589   20240524
Petrus Advisers LTD   Sell   -24,100   CRTO US Equity   39.017523   20240524
Petrus Advisers LTD   Sell   -25,092   CRTO US Equity   39.011361   20240524

 

4Quantity of options reflects number of contracts, with each contract representing 100 ADS.
5Price per share in US dollars.
6Trade dates are following the format YYYYMMDD.