Filing Details

 

	SECURITIES AND EXCHANGE COMMISSION
	Washington, DC 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No.   )*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

Sophie Paquin

Bpifrance Participations S.A.

27-31, avenue du Général Leclerc

94710 Maisons-Alfort Cedex

France

+33 1 53 89 87 89

 

With copy to:

 

Linda A. Hesse

Jones Day

2, rue Saint Florentin

75001 Paris

France

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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. x

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 persons 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.

 

 

 

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Item 1. Security and Issuer.

 

This Statement on Schedule 13D (the Schedule 13D) relates to the ordinary shares, nominal value 0.10 per share, (Ordinary Shares) of DBV Technologies S.A., a société anonyme incorporated in France (the Issuer).  The Ordinary Shares are represented by American Depositary Shares, each American Depositary Share representing one-half of an Ordinary Share (the ADSs).  The Issuers principal executive offices are located at 177-181 avenue Pierre Brossolette, 92120 Montrouge France.

 

Item 2. Identity and Background.

 

This Schedule 13D is filed jointly by (i) Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France (Bpifrance Participations), (ii) Innobio FPCI (Innobio), a fonds professionnel de capital investissement, (iii) Bpifrance Investissement S.A.S., a French management company (société de gestion) (Bpifrance Investissement), (iv) the Caisse des Dépôts, a French special public entity (établissement spécial) (CDC), (v) EPIC Bpifrance, a French public institution of industrial and commercial nature (EPIC), and (vi) Bpifrance S.A. (Bpifrance), a société anonyme incorporated under the laws of the Republic of France. Bpifrance Participations, Innobio, Bpifrance Investissement, CDC, EPIC and Bpifrance are referred to herein collectively as the Reporting Persons. The principal address for CDC is 56, rue de Lille, 75007 Paris, France. The principal address for Bpifrance Participations, Innobio, Bpifrance Investissement, EPIC and Bpifrance is 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.

 

Bpifrance Participations is a French public company specializing in the business of equity financing via direct investments or fund of funds.  Bpifrance Participations is a wholly-owned subsidiary of Bpifrance, a French financial institution especially created for this purpose.  CDC and EPIC each hold 50% of the share capital of Bpifrance and jointly control Bpifrance.  CDC is principally engaged in the business of long-term investments.  EPIC, a French institution of public institution of industrial and commercial nature, is principally engaged in the holding of Bpifrances shares. Innobio is a fund managed by Bpifrance Investissement. The main aim of the fund is to make equity investments in innovative companies providing technology, products and services for health care. Bpifrance Investissement is a wholly-owned subsidiary of Bpifrance Participations.

 

As of April 12, 2018, Bpifrance Participations held directly 2,620,541 Ordinary Shares and Innobio held directly 226,133 Ordinary Shares. None of Bpifrance, EPIC nor Bpifrance Investissement held any Ordinary Shares directly. Bpifrance Investissement may be deemed to be the beneficial owner of the 226,133 Ordinary Shares held by Innobio, through its management of Innobio. Bpifrance may be deemed to be the beneficial owner of 2,846,674 Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations, which is the parent company of Bpifrance Investissement. EPIC may be deemed to be the beneficial owner of 2,846,674 Ordinary Shares, indirectly through its joint ownership and control of Bpifrance. As of April 12, 2018, CDC held directly 90,000 Ordinary Shares and, as a result, CDC may be deemed to be the beneficial owner of 2,936,674 Ordinary Shares directly and indirectly through its joint ownership and control of Bpifrance.

 

Attached as Appendices A, B, C, D and E to Item 2 is information concerning the executive officers and directors of Bpifrance Participations, Bpifrance Investissements, CDC,  EPIC and Bpifrance, respectively, required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D.  Innobio is formed under the laws of the Republic France as a fonds professionnel de capital investissement.  Innobio does not have legal capacity under French law or its own personnel, and is represented in all respects by Bpifrance Investissement, its manager.

 

None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Appendices A, B, C, D and E 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 3. Source and Amount of Funds or Other Consideration.

 

On March 21, 2018, Bpifrance Participations purchased 584,925 Ordinary Shares in connection with a U.S. public offering and European private placement (the Offering) by the Issuer.  Between March 21, 2018 and April 4, 2018, Bpifrance Participations purchased additional Ordinary Shares on the open market. The number of shares purchased on each day and the price for such shares are set forth in Schedule I to this Schedule 13D and incorporated herein by reference. Bpifrance Participations obtained the funds to purchase the Ordinary Shares from working capital.

 

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Item 4. Purpose of Transaction.

 

On March 20, 2018, the Issuer entered into an underwriting agreement (the Underwriting Agreement) with Morgan Stanley & Co. LLC, Goldman Sachs International, Barclays Capital Inc. and Deutsche Bank Securities Inc. (the Underwriters), related to the Offering of an aggregate of 3,527,752 Ordinary Shares in a public offering of 1,392,015 Ordinary Shares in the form of 2,784,030 ADS of the Issuer in the United States, Canada and certain other countries outside Europe at a price to the public of $21.26 per ADS and a concurrent private placement of 2,135,737 Ordinary Shares at a price to the public of 34.71 per Ordinary Share. Each ADS represents one-half of one Ordinary Share. The Offering closed on March 23, 2018. In addition, the Issuer granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase, at the public offering price less any underwriting discounts and commissions, up to an additional 529,162 Ordinary Shares to cover overallotments, if any (Underwriters Option).

 

Pursuant to the Offering, on March 21, 2018, Bpifrance Participations purchased 584,925 Ordinary Shares of the Issuer at the offering price of 34.71 per share. Between March 21, 2018 and April 4, 2018, Bpifrance Participations purchased additional Ordinary Shares on the open market. The number of shares purchased on each day and the price for such shares are set forth in Schedule I to this Schedule 13D and incorporated herein by reference. Bpifrance Participations obtained the funds to purchase the Ordinary Shares from working capital.

 

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 currently intend 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.

 

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 the Instructions to 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.

 

Please see Items 5, 6, 7, 8, 9 and 11 of each cover sheet for each filing entity.

 

As of April 12, 2018, Bpifrance Participations held directly 2,620,541 Ordinary Shares and Innobio held directly 226,133 Ordinary Shares. None of Bpifrance, EPIC nor Bpifrance Investissement held any Ordinary Shares directly. Bpifrance Investissement may be deemed to be the beneficial owner of the 226,133 Ordinary Shares held by Innobio, through its management of Innobio. Bpifrance may be deemed to be the beneficial owner of 2,846,674 Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations, which is the parent company of Bpifrance Investissement. EPIC may be deemed to be the beneficial owner of 2,846,674 Ordinary Shares, indirectly through its joint ownership and control of Bpifrance. As of April 12, 2018, CDC held directly 90,000 Ordinary Shares and, as a result, CDC may be deemed to be the beneficial owner of 2,936,674 Ordinary Shares directly and indirectly through its joint ownership and control of Bpifrance.

 

(a) See also the information contained on the cover pages of this Statement on Schedule 13D which is incorporated herein by reference. The percentage of Ordinary Shares beneficially owned by each Reporting Person is based on 29,718,352 outstanding Ordinary Shares of the Issuer, as set out in the Issuers website on April 5, 2018 in the monthly report of share and voting rights outstanding at the end of March 2018.

 

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

 

(c) There have been no reportable transactions with respect to the Ordinary Shares or ADSs of the Issuer within the last 60 days by the Reporting Persons other than as described in this Schedule 13D and Schedule I attached hereto, which is incorporated herein by reference.

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Not applicable.

 

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Item 7. Material to be Filed as Exhibits

 

99.1 Joint Filing Agreement dated as of April 12, 2018, by and among the Reporting Persons.

 

99.2 Power of Attorney CDC.

 

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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: April 12, 2018

 

	Bpifrance Participations S.A.
	By:	/s/ Sophie Paquin*
	Name:	Sophie Paquin
	Title:	Director of Legal Affairs
	Innobio FPCI
	By:	/s/ Sophie Paquin**
	Name:	Sophie Paquin
	Title:	Director of Legal Affairs (Bpifrance Investissement S.A.S.)
	Bpifrance Investissement S.A.S.
	By:	/s/ Sophie Paquin**
	Name:	Sophie Paquin
	Title:	Director of Legal Affairs
	Caisse des Dépôts
	By:	/s/ Eric Flamarion***
	Name:	Eric Flamarion
	Title:	Head of Financial Investment Division
	Epic Bpifrance
	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

 

* Sophie Paquin is signing on behalf of Bpifrance Participations S.A. by power of attorney previously filed with the Securities and Exchange Commission on February 8, 2018 as Exhibit 1 to Schedule 13D/A filed by Bpifrance Participations related to CGG, and hereby incorporated herein by reference.

 

** Sophie Paquin is signing on behalf of Bpifrance Investissement S.A.S. by power of attorney previously filed with the Securities and Exchange Commission on February 12, 2018 as Exhibit 2 to Schedule 13G/A filed by Bpifrance Participations related to DBV Technologies S.A., and hereby incorporated herein by reference.

 

*** Eric Flamarion is signing on behalf of Caisse des Dépôts by executive order from the general manager of Caisse des Dépôts filed as Exhibit 99.2 hereto, and hereby incorporated herein by reference.

 

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**** Sophie Paquin is signing on behalf of EPIC Bpifrance by power of attorney previously filed with the Securities and Exchange Commission on February 14, 2017 as Exhibit 3 to Schedule 13G/A filed by Bpifrance Participations related to Orange S.A., and hereby incorporated herein by reference.

 

***** Boubakar Dione is signing on behalf of Bpifrance S.A. by power of attorney previously filed with the Securities and Exchange Commission on September 7, 2017 as Exhibit 2 to Schedule 13D/A filed by Bpifrance Participations related to Constellium N.V., and hereby incorporated herein by reference.

 

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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
VIRGINIE FERNANDES		Director, Head of the Steering Department at Caisse des Dépôts
CATHERINE MAYENOBE		Director, Secretary General of the Caisse des Dépôts
PASCAL FAURE		Director, General Director of the General Directorate for Companies of the Ministry of Economy and Finance
FREDERIC SAINT-GEOURS		Director, President of the supervisory board of SNCF
MARTINE GEROW		Director, Group Chief Financial Officer, American Express Global Business Travel
FRENCH STATE, represented by CHARLES SARRAZIN		Director, in charge of shareholding interests in the Service & Finance sectors, Agence des Participations de lEtat (French State Shareholding Agency)
CONSTANCE VALIGNY		Director, Assistant Director for macroeconomic policies, Direction Générale du Trésor (French Treasury)
BARBARA LAVERNOS		Director, Executive Vice-President Operations at LOreal

 

EXECUTIVE OFFICERS

 

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

 

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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. 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		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
GUILLAUME BOUDY		Director, General Secretary for Public Investment
MARIE, MARGUERITE DUFAY		Director, Chairman of the Regional Council of Bourgogne Franche-Comté
MARTIN VIAL		Director, Chairman of the Agence des Participations de lEtat (French State Shareholding Agency)
FLORENCE MAS		Director, Regional Director for Normandie at Caisse des Dépôts
ELISABETH HENRY-PEREZ		Director representing the employees
ERIC VERKANT		Director representing the employees
VIRGINIE CHAPRON-DU JEU		Director, Group Finance Director of the Caisse des Dépôts
CLAIRE DUMAS		Director, Finance Director of Retail Banking France at Société Générale
CLAIRE CHEREMETINSKI		Director, Head of Department of Bilateral and International Matters at the French Treasury (Ministry of Economy and Finance)
HERVE MORIN		Director, Chairman of the Regional Council of Normandie
VIRGINIE FERNANDES		Director, Head of the Steering Department at Caisse des Dépôts
OLIVIER SICHEL		Director, Deputy Chief Executive Officer of the Caisse des Dépôts

 

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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
OLIVIER MAREUSE		Savings Fund Director
ANDRE LAURENT MICHELSON		General Financial Officer, Head of Financial Transaction Processing, director coordinating the Caisse des Dépôts Group for Greater Paris
SOPHIE QUATREHOMME		Group Corporate Communications Director
ELIZABETH VIOLA		Banking Services Director
PAUL PENY		Group Human Resources Director
ALAIN BEUZELIN		Pensions and Solidarity Director
GABRIELLE GAUTHEY		Local Development and Investment Director
VIRGINIE CHAPRON-DU JEU		Group Finance Director
JEAN MARC MORIN		Head of Legal and Tax Department
MARC ABADIE		Local Development and Network Director
CATHERINE MAYENOBE		Secretary General
LAURENT ZYLBERBERG		Director of International and European Relationships

 

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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 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
PIERRE LEPETIT		Chairman, Chief Executive Officer of EPIC Bpifrance
FRANCOIS JAMET		Director, Head of department SITTAR at the Higher Education, Research and Innovation Ministry
ARNAUD JULLIAN		Director, Deputy Director at the General Directorate for Budget of the Ministry of Economy and Finance
SEBASTIEN RASPILLER		Director, Deputy Director at the Directorate of Financing, Industry and Market of the Ministry of Economy and Finance
VERONIQUE BARRY		Director, Deputy Director at the innovation and entrepreneurship department of the French Ministry of Economy and Finance
JULIEN CABES		Director, Investment Manager at the Agence des Participations de lEtat (French State Shareholding Agency)

 

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APPENDIX E

 

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

 

BPIFRANCE INVESTISSEMENTS

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance Investissements are set forth below. The business address of each director and executive officer is Bpifrance Investissements S.A.S., 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
VIRGINIE FERNANDES		Director, Head of the Steering Department at Caisse des Dépôts
CATHERINE MAYENOBE		Director, Secretary General of the Caisse des Dépôts
PASCAL FAURE		Director, General Director of the General Directorate for Companies of the Ministry of Economy and Finance
FREDERIC SAINT-GEOURS		Director, President of the supervisory board of SNCF
MARTINE GEROW		Director, Group Chief Financial Officer, American Express Global Business Travel
FRENCH STATE, represented by CHARLES SARRAZIN		Director, in charge of shareholding interests in the Service & Finance sectors, Agence des Participations de lEtat (French State Shareholding Agency)
CONSTANCE VALIGNY		Director, Assistant Director for macroeconomic policies, Direction Générale du Trésor (French Treasury)
BARBARA LAVERNOS		Director, Executive Vice-President Operations at LOreal

 

EXECUTIVE OFFICERS

 

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

 

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Schedule I

 

		Transaction Date		Quantity of Ordinary Shares Purchased		Price per Ordinary Share ()		Place of Transaction
Bpifrance Participations		March 21, 2018		584,925		34.71		Euronext
Bpifrance Participations		March 21, 2018		74,720		35.5146		Euronext
Bpifrance Participations		March 22, 2018		10,662		36.4311		Euronext
Bpifrance Participations		March 23, 2018		36,115		36.238		Euronext
Bpifrance Participations		March 26, 2018		62,047		35.881		Euronext
Bpifrance Participations		March 27, 2018		1,728		36.787		Euronext
Bpifrance Participations		March 28, 2018		5,183		36.9387		Euronext
Bpifrance Participations		April 3, 2018		7,542		37.5942		Euronext
Bpifrance Participations		April 4, 2018		4,343		37.60		Euronext

 

		Transaction Date		Quantity of ADRs Purchased		Price per ADR ($)		Place of Transaction
Bpifrance Participations		March 21, 2018		150,000		21.9363		Nasdaq
Bpifrance Participations		March 22, 2018		146,063		22.6747		Nasdaq
Bpifrance Participations		March 23, 2018		51,850		22.3491		Nasdaq
Bpifrance Participations		March 26, 2018		25,953		22.3457		Nasdaq
Bpifrance Participations		March 27, 2018		61,206		22.9686		Nasdaq
Bpifrance Participations		March 28, 2018		4,400		23.0832		Nasdaq
Bpifrance Participations		April 3, 2018		55,960		23.0893		Nasdaq
Bpifrance Participations		April 4, 2018		600		23.10		Nasdaq

 

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