Filing Details

Accession Number:
0001576427-17-000008
Form Type:
13G Filing
Publication Date:
2017-02-13 17:01:59
Filed By:
Rudelle Jean-baptiste
Company:
Criteo S.a.
Filing Date:
2017-02-13
SEC Url:
13G 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
Jean-Baptiste Rudelle 3,067,886 0 3,067,886 0 3,067,886 4.8%
Filing


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*

Criteo S. A.
 
(Name of Issuer)
Ordinary Shares, €0.025 nominal value per share

(Title of Class of Securities)
226718104

(CUSIP Number)
December 31, 2016  

(Date of Event Which Requires Filing of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x 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).




 
CUSIP No. 226718104
 
 
 
13G
 
 
 
Page 2 of 5 Pages
 
1.
 
Names of Reporting Persons
 
Jean-Baptiste Rudelle
2.
 
Check the Appropriate Box if a Member of a Group (see instructions)
(a) ¨ (b) ¨
 
3.
 
SEC USE ONLY
 
4.
 
Citizenship or Place of Organization
 
France
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
 
5.
 
Sole Voting Power
 
3,067,886 shares(1)
 
6.
 
Shared Voting Power
 
0 shares
 
7.
 
Sole Dispositive Power
 
3,067,886 shares(1)
 
8.
 
Shared Dispositive Power
 
0 shares
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,067,886 shares(1)
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
 
11.
 
Percent of Class Represented by Amount in Row 9
 
4.8%(2)
12.
 
Type of Reporting Person (see instructions)
 
IN
 
(1)
Includes 317,948 shares issuable upon the exercise of options/warrants which are currently exercisable or which will become exercisable on or before March 1, 2017.

(2)
Based on 63,978,204 shares outstanding as of December 31, 2016.




CUSIP No. 226718104
 
 
 
13G
 
 
 
Page 3 of 5 Pages
Item 1(a).
 
Name of Issuer:
 
 
 
 
Criteo S.A.
 
 
Item 1(b).
 
Address of Issuer’s Principal Executive Offices:
 
 
 
 
32 Rue Blanche 75009 Paris, France
 
 
Item 2(a).
 
Name of Person Filing:
 
 
 
 
This statement is being filed with respect to the 3,067,886 (1) Ordinary Shares, €0.025 nominal value per share (the “Shares”), of the Issuer directly owned by Jean-Baptiste Rudelle (the “Reporting Person”).
 
 
Item 2(b).
 
Address of Principal Business Office or, if none, Residence:
 
 
 
 
The address and principal business office of the Reporting Person is:
 c/o Criteo Corp.
411 High Street
Palo Alto, CA 94301
 
 
Item 2(c).
 
Citizenship:
 
 
 
 
Mr. Rudelle is a French citizen.
 
 
Item 2(d).
 
Title of Class of Securities:
 
 
 
 
Ordinary Shares, €0.025 nominal value per share
 
 
Item 2(e).
 
CUSIP Number:
 
 
 
 
226718104
 
 
Item 3.
 
If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
 
 
Not Applicable
 
 
 
(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 associations 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 under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
 
 
(j)
 
¨
 
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
 
 
(k)
 
¨
 
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
 
 
 
 
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ______





CUSIP No. 226718104
 
 
 
13G
 
 
 
Page 4 of 5 Pages
 
 
Item 4.
 
Ownership
 
 
 
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
 
 
 
 
 
(a)
 
Amount Beneficially Owned: 3,067,886 shares(1)
 
 
 
 
 
(b)
 
Percent of Class: 4.8%(2)
 
 
 
 
 
(c)
 
Number of shares as to which the person has:
 
 
 
 
 
 
 
 
(i)
 
Sole power to vote or to direct the vote: 3,067,886 shares(1)
 
 
 
 
 
 
 
 
(ii)
 
Shared power to vote or to direct the vote: 0 shares.
 
 
 
 
 
 
 
 
(iii)
 
Sole power to dispose or to direct the disposition of: 3,067,886 shares(1)
 
 
 
 
 
 
 
 
(iv)
 
Shared power to dispose or to direct the disposition of: 0 shares
 
 
Item 5.
 
Ownership of 5 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 5 percent of the class of securities, check the following x.
 
 
Item 6.
 
Ownership of More than 5 Percent on Behalf of Another Person
 
Not applicable.
 
 
Item 7.
 
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
 
Not applicable.
 
 
Item 8.
 
Identification and Classification of Members of the Group
 
Not applicable.
 
 
Item 9.
 
Notice of Dissolution of a Group
 
Not applicable.
 
 
Item 10.
 
Certification
 
Not applicable.
 





CUSIP No. 226718104
 
 
 
13G
 
 
 
Page 5 of 5 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.
 

Date: February 13, 2017
By:
/s/ Jean-Baptiste Rudelle
 
Name:
Jean-Baptiste Rudelle