Filing Details

Accession Number:
0001104659-24-069127
Form Type:
13D Filing
Publication Date:
2024-06-05 20:00:00
Filed By:
Bpifrance Participations Sa
Company:
Constellium Se (NYSE:CSTM)
Filing Date:
2024-06-06
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
Caisse des D p ts (CDC) 0 12,593,903 0 12,593,903 12,593,903 8.6%
Bpifrance Participations S.A 0 12,593,903 0 12,593,903 12,593,903 8.6%
Bpifrance S.A. (Bpifrance) 0 12,593,903 0 12,593,903 12,593,903 8.6%
EPIC Bpifrance 0 12,593,903 0 12,593,903 12,593,903 8.6%
Filing

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 5 )*

 

Constellium SE

(Name of Issuer)

 

Ordinary Shares, nominal value €0.02 per share

(Title of Class of Securities)

 

F21107101

(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 

Lloyd H. Spencer 

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)

 

June 5, 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 Rule 13d-1(e), Rule 13d-1(f) or 13d-1(g), check the following box ¨.

 

*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. F21107101
  1 Name of Reporting Person
Caisse des Dépôts (CDC)
  2 Check the Appropriate Box if a Member of a Group
    (a) o
    (b) o
  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) o
  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
12,593,903
 
9 Sole Dispositive Power
0
 
10 Shared Dispositive Power
12,593,903
 
  11 Aggregate Amount Beneficially Owned by Each Reporting Person
12,593,903
 
  12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
 
  13 Percent of Class Represented by Amount in Row (11)
8.6%
 
  14 Type of Reporting Person
OO
           

 

2

 

 

CUSIP No. F21107101
  1 Name of Reporting Person
Bpifrance Participations S.A.
  2 Check the Appropriate Box if a Member of a Group
    (a) o
    (b) o
  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) o
  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
12,593,903
 
9 Sole Dispositive Power
0
 
10 Shared Dispositive Power
12,593,903
 
  11 Aggregate Amount Beneficially Owned by Each Reporting Person
12,593,903
 
  12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
 
  13 Percent of Class Represented by Amount in Row (11)
8.6%
 
  14 Type of Reporting Person
OO
           

 

3

 

 

CUSIP No. F21107101
  1 Name of Reporting Person
Bpifrance S.A. (Bpifrance)
  2 Check the Appropriate Box if a Member of a Group
    (a) o
    (b) o
  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) o
  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
12,593,903
 
9 Sole Dispositive Power
0
 
10 Shared Dispositive Power
12,593,903
 
  11 Aggregate Amount Beneficially Owned by Each Reporting Person
12,593,903
 
  12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
 
  13 Percent of Class Represented by Amount in Row (11)
8.6%
 
  14 Type of Reporting Person
OO
           

 

4

 

 

CUSIP No. F21107101
1 Name of Reporting Person
EPIC Bpifrance
  2 Check the Appropriate Box if a Member of a Group
    (a) o
    (b) o
  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) o
  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
12,593,903
 
9 Sole Dispositive Power
0
 
10 Shared Dispositive Power
12,593,903
 
  11 Aggregate Amount Beneficially Owned by Each Reporting Person
12,593,903
 
  12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
 
  13 Percent of Class Represented by Amount in Row (11)
8.6%
 
  14 Type of Reporting Person (See Instructions)
OO
           

 

5

 

 

This Amendment No. 5 (this “Amendment”) is being filed by Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France (“Bpifrance Participations”), EPIC Bpifrance, a French public institution of industrial and commercial nature (“EPIC”), Bpifrance S.A., a société anonyme incorporated under the laws of the Republic of France (“Bpifrance”), and Caisse des dépôts, a French special public entity (établissement spécial) (“CDC”) (collectively, the “Reporting Persons”) pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

This Amendment amends the Statement on Schedule 13D relating to Ordinary Shares of the Issuer filed with the Securities and Exchange Commission (the “SEC”) on June 10, 2013, as amended by Amendment No. 1 filed with the SEC on July 25, 2013, Amendment No. 2 filed with the SEC on September 7, 2017, Amendment No. 3 filed with the SEC on November 8, 2017, and Amendment No. 4 filed with the SEC on August 10, 2023 (as amended, the “Schedule 13D”). Capitalized terms used in this Amendment but not otherwise defined herein have the meanings given to them in the Schedule 13D.

 

Item 1.Security and Issuer.

 

Item 1 is hereby amended and restated as follows:

 

This Amendment relates to the ordinary shares, nominal value €0.02 per share (the “Ordinary Shares”), of Constellium SE (the “Issuer”). The principal executive offices of the Issuer are located at Washington Plaza, 40-44 rue Washington, 75008 Paris, France.

 

Item 2.Identity and Background.

 

Item 2 is hereby amended and supplemented as follows:

 

As of the date hereof, Bpifrance Participations directly holds 12,593,903 Ordinary Shares. As of the date hereof, neither Bpifrance S.A., CDC nor EPIC holds any Ordinary Shares directly. Bpifrance S.A. may be deemed to be the beneficial owner of 12,593,903 Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations. CDC and EPIC may be deemed to be the beneficial owners of 12,593,903 Ordinary Shares, indirectly through their joint ownership and control of Bpifrance S.A.

 

Attached as Appendices A, B, C and D to Item 2 is information concerning the executive officers and directors of Bpifrance Participations, Bpifrance S.A., CDC and EPIC respectively, required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D.

 

None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Appendices A, B, C and D to Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

 

Item 4.Purpose of Transaction.

 

Item 4 is hereby amended and supplemented as follows:

 

On June 5, 2024, Bpifrance Participations sold 3,800,000 Ordinary Shares by block trades at $20.1309 per share.

 

All of the Ordinary Shares that are held of record by the Reporting Persons as reported herein were acquired for investment purposes. The Reporting Persons retain the right to change their investment intent, from time to time to acquire additional Ordinary Shares or other securities of the Issuer, or to sell or otherwise dispose of all or part of the Ordinary Shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law. In addition, the Reporting Persons may continue to acquire additional Ordinary Shares of the Issuer on the open market, if conditions are favorable, but are under no obligation to do so. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.

 

6

 

 

Except as set forth above, none of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters.

 

Item 5.Interest in Securities of the Issuer.

 

Item 5 is hereby amended and supplemented as follows:

 

As of the date hereof, Bpifrance Participations holds directly 12,593,903 Ordinary Shares, which represents approximately 8.6% of the Issuer’s Ordinary Shares. As of the date hereof, none of Bpifrance S.A., CDC or EPIC holds any Ordinary Shares directly. Bpifrance S.A. may be deemed to be the beneficial owner of 12,593,903 Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations. CDC and EPIC may be deemed to be the beneficial owners of 12,593,903 Ordinary Shares, indirectly through their joint ownership and control of Bpifrance S.A.

 

(a) See also the information contained on the cover pages of this Amendment, which is incorporated herein by reference. The percentage of Ordinary Shares beneficially owned by each Reporting Person is based on 145,832,473 outstanding Ordinary Shares of the Issuer, as reported in the Issuer’s Form 6-K filed with the SEC on May 14, 2024.

 

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

 

(c) Other than as described in Item 4 above, there have been no reportable transactions with respect to the Ordinary Shares of the Issuer within the last 60 days by the Reporting Persons, or, to the best of their knowledge, any of the persons referred to in Appendices A, B, C and D to Item 2.

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 7.Material to Be Filed as Exhibits.

 

Exhibit 1: Power of Attorney — CDC (incorporated by reference to Exhibit 1 to Amendment No. 2 to the Schedule 13D filed by Bpifrance Participations on September 7, 2017).

 

Exhibit 2: Power of Attorney — Bpifrance S.A (incorporated by reference to Exhibit 2 to Amendment No. 2 to the Schedule 13D filed by Bpifrance Participations on September 7, 2017).

 

Exhibit 3: Power of Attorney — EPIC and Bpifrance Participations (incorporated by reference to Exhibit 3 to Amendment No. 1 to the Schedule 13G filed by Bpifrance Participations on February 14, 2017).

 

7

 

 

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: June 6, 2024    
     
  Caisse des dépôts ET CONSIGNATIONS
     
  By: /s/ Laurence Giraudon
  Name: Laurence Giraudon
  Title: Chief Operating Officer, Finance and Operations Department, Asset Management Division
     
  Bpifrance Participations S.A.
     
  By: /s/ Sophie Paquin
  Name: Sophie Paquin
  Title: Director of Legal Affairs
     
  Bpifrance S.A.
     
  By: /s/ Boubakar Dione
  Name: Boubakar Dione
  Title: Group Director of Legal Affairs
     
  EPIC Bpifrance
     
  By: /s/ Sophie Paquin
  Name: Sophie Paquin
  Title: Director of Legal Affairs

 

8

 

 

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
     
MARION CABROL   Director, Investment manager at the Department of strategic holdings at Caisse des Dépôts
     
REMI FOURNIAL   Director, Head of M&A at Group Caisse des Dépôts
     
FREDERIC SAINT-GEOURS   Director, Director of Société nationale SNCF
     
FRENCH STATE   Vacant
     
CLEMENT ROBERT   Director, head of the Business Financing and Development Office, Direction Générale du Trésor (French Treasury)
     
CHLOE MAYENOBE   Director, Chief Operating Officer at Thunes
     
CAROLINE PAROT   Director, CEO of Technicolor Creative Studios
     
ARNAUD DELAUNAY   Director, deputy Director for Innovation in the General Directorate for Companies of the Ministry of Economy and Finance
     
PIERRE AUBOUIN   Director, Director of the Infrastructure and Mobility Department of the Investment, Division of Banque des Territoires

 

EXECUTIVE OFFICERS

 

Name   Present Principal Occupation or Employment
NICOLAS DUFOURCQ   Chief Executive Officer
     
JOSÉ GONZALO   Executive Director
     
PIERRE BENEDETTI   Chief Financial Officer

 

9

 

 

APPENDIX B

 

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. (f/k/a BPI-Groupe (bpifrance)) 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, Chairman and Chief Executive Officer of Bpifrance Participations, and Director, Chief Executive Officer of Bpifrance
     
ALEXIS ZAJDENWEBER   Director, Chairman of the Agence des Participations de l'Etat (French State Shareholding Agency)
     
MARIE DELEAGE   Director representing the employees
     
PHILIPPE BAYEUX   Director representing the employees
     
PIERRE-ANDRE DE CHALENDAR   Director, Chairman of Saint-Gobain
     
CLAIRE DUMAS   Director, Finance Director at Société Générale
     
SOPHIE STABILE   Director, CFO at Groupe Lagardère
     
ANNE LAURENT   Director, Deputy Director of the Ecole nationale superieure des mines de Paris
     
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
     
MARION CABROL   Director, Investment manager in the Department of strategic holdings at Caisse des Dépôts
     
STEPHANIE PERNOD   Director, Vice-president of the Regional Council of Auvergne-Rhône-Alpes, in charge of the economy, relocation, regional and digital preference
     
NATHALIE TUBIANA   Director, Head of finance and sustainable policy of Caisse des Dépôts Group
     
CLAIRE CHEREMETINSKI   Director, Advisor to the Director of the French Treasury
     
THOMAS LESUEUR   Director, Advisor to the delegate in charge of the senior management of the State

 

10

 

 

APPENDIX C

 

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

 

CAISSE DES DÉPÔTS

 

The name, business address and present principal occupation or employment of each of the members of the Management Committee of Caisse des Dépôts are set forth below. The business address of each director and executive officer is Caisse des Dépôts, 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
     
OLIVIER SICHEL   Executive Vice President of Caisse des Dépôts and Director of Banque des Territoires
     
NICOLAS DUFOURCQ   Chief Executive Officer of Bpifrance
     
VIRGINIE CHAPRON DU JEU   Risk Director of Caisse des Dépôts Group
     
PIERRE CHEVALIER   Head of Legal, Tax and Compliance Department
     
NATHALIE TUBIANA   Head of finance and sustainable policy of Caisse des Dépôts Group
     
OLIVIER MAREUSE   Director of Assets Management - Director of Savings Funds at Caisse des Dépôts
     
CATHERINE MAYENOBE   Deputy Chief Executive, Operations and Business Transformation Director of Caisse des Dépôts Group
     
SOPHIE QUATREHOMME   Group Corporate Communications Director
     
MICHEL YAHIEL   Advisor to the Chief Executive Officer of Caisse des Dépôts
     
ANTOINE SAINTOYANT   Director of strategic holdings at Caisse des Dépôts
     
MARIE-LAURE GADRAT   Chief of staff to the Chief Executive Director
     
MARIANNE KERMOAL-BERTHOME   Director of Social Policies
     
AURÉLIE ROBINEAU-ISRAĒL   Caisse des Dépôts Group Human Resources Director

 

11

 

 

APPENDIX D

 

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 (f/k/a EPIC BPI-Groupe) 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
     
ESTELLE DHONT-PELTRAULT   Director, assistant to the Head of the Innovation, Technology Transfer and Regional Action Department in the General Directorate for Research and Innovation
     
ARMEL CASTETS   Director, Deputy Director for trade finance
     
ARNAUD WIEBER   Director, Head of the office for Energy, Investments, Industry and Innovation in the General Directorate for Budget 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
     
DAVID HELM   Director, Head of Innovation Financing and Intellectual Property in the General Directorate for Companies of the Ministry of Economy and Finance

 

12