UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934 |
(Amendment No. 1)*
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Sequans Communications S.A.
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(Name of Issuer)
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Ordinary Shares, nominal value €0.02
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(Title of Class of Securities)
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817323 108 (American Depositary Shares, each representing one ordinary share)
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(CUSIP Number)
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December 31, 2015
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(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-l(b)
o Rule 13d-l(c)
x Rule 13d-l(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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CUSIP No. 817323 108 |
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kennet Capital Management (Jersey) Limited
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2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
o (a) | ||
o (b) | ||
3. | SEC Use Only | |
4. | Citizenship or Place of Organization Jersey |
Number of
Shares Bene- ficially by Owned by Each Reporting Person With: |
5. | Sole Voting Power 3,177,737 |
6. | Shared Voting Power 0 | |
7. | Sole Dispositive Power 3,177,737 | |
8. | Shared Dispositive Power 0 |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,177,737* | |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions). | |
11. | Percent of Class Represented by Amount in Row (9) 5.4%* | |
12. | Type of Reporting Person (See Instructions) PN | |
* | Based on a total of 59,145,393 shares of the Issuer’s ordinary shares outstanding as of December 31, 2015, as reported in the Issuer’s Form 6-K filed February 4, 2016. |
CUSIP No. 817323 108 |
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Michael Harrop
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2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
o (a) | ||
o (b) | ||
3. | SEC Use Only | |
4. | Citizenship or Place of Organization Great Britain |
Number of
Shares Bene- ficially by Owned by Each Reporting Person With: |
5. | Sole Voting Power 0 |
6. | Shared Voting Power 3,177,737 | |
7. | Sole Dispositive Power 0 | |
8. | Shared Dispositive Power 3,177,737 |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,177,737* | |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions). | |
11. | Percent of Class Represented by Amount in Row (9) 5.4%** | |
12. | Type of Reporting Person (See Instructions) IN | |
* | Pursuant to Rule 13d−4, the Reporting Person disclaims beneficial ownership of the ordinary shares except to the extent of his pecuniary interest therein reflected herein and, as such, declares that the statement shall not be construed as an admission that such person is the beneficial owner of any securities covered hereby. | |
** | Based on a total of 59,145,393 shares of the Issuer’s ordinary shares outstanding as of December 31, 2015, as reported in the Issuer’s Form 6-K filed February 4, 2016. |
CUSIP No. 817323 108 |
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Spencer Wells
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2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
o (a) | ||
o (b) | ||
3. | SEC Use Only | |
4. | Citizenship or Place of Organization Great Britain |
Number of
Shares Bene- ficially by Owned by Each Reporting Person With: |
5. | Sole Voting Power 0 |
6. | Shared Voting Power 3,177,737 | |
7. | Sole Dispositive Power 0 | |
8. | Shared Dispositive Power 3,177,737 |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,177,737* | |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions). | |
11. | Percent of Class Represented by Amount in Row (9) 5.4%** | |
12. | Type of Reporting Person (See Instructions) IN | |
* | Pursuant to Rule 13d−4, the Reporting Person disclaims beneficial ownership of the ordinary shares except to the extent of his pecuniary interest therein reflected herein and, as such, declares that the statement shall not be construed as an admission that such person is the beneficial owner of any securities covered hereby. | |
** | Based on a total of 59,145,393 shares of the Issuer’s ordinary shares outstanding as of December 31, 2015, as reported in the Issuer’s Form 6-K filed February 4, 2016. |
CUSIP No. 817323 108 |
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Claire Cabot
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2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
o (a) | ||
o (b) | ||
3. | SEC Use Only | |
4. | Citizenship or Place of Organization Great Britain |
Number of
Shares Bene- ficially by Owned by Each Reporting Person With: |
5. | Sole Voting Power 0 |
6. | Shared Voting Power 3,177,737 | |
7. | Sole Dispositive Power 0 | |
8. | Shared Dispositive Power 3,177,737 |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,177,737* | |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions). | |
11. | Percent of Class Represented by Amount in Row (9) 5.4%** | |
12. | Type of Reporting Person (See Instructions) IN | |
* | Pursuant to Rule 13d−4, the Reporting Person disclaims beneficial ownership of the ordinary shares except to the extent of her pecuniary interest therein reflected herein and, as such, declares that the statement shall not be construed as an admission that such person is the beneficial owner of any securities covered hereby. | |
** | Based on a total of 59,145,393 shares of the Issuer’s ordinary shares outstanding as of December 31, 2015, as reported in the Issuer’s Form 6-K filed February 4, 2016. |
CUSIP No. 817323 108 |
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Phillip Maletroit
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2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
o (a) | ||
o (b) | ||
3. | SEC Use Only | |
4. | Citizenship or Place of Organization Great Britain |
Number of
Shares Bene- ficially by Owned by Each Reporting Person With: |
5. | Sole Voting Power 0 |
6. | Shared Voting Power 3,177,737 | |
7. | Sole Dispositive Power 0 | |
8. | Shared Dispositive Power 3,177,737 |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,177,737* | |
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions). | |
11. | Percent of Class Represented by Amount in Row (9) 5.4%** | |
12. | Type of Reporting Person (See Instructions) IN | |
* | Pursuant to Rule 13d−4, the Reporting Person disclaims beneficial ownership of the ordinary shares except to the extent of her pecuniary interest therein reflected herein and, as such, declares that the statement shall not be construed as an admission that such person is the beneficial owner of any securities covered hereby. | |
** | Based on a total of 59,145,393 shares of the Issuer’s ordinary shares outstanding as of December 31, 2015, as reported in the Issuer’s Form 6-K filed February 4, 2016. |
Item 1.
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(a) | Name of Issuer: | |
Sequans Communications S.A. | ||
(b) | Address of Issuer’s Principal Executive Offices: | |
19 Le Parvis, 92073 Paris-La Défense, France | ||
Item 2.
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(a) | Names of Persons Filing: | |
Kennet Capital Management (Jersey) Limited | ||
Michael Harrop | ||
Spencer Wells | ||
Claire Cabot | ||
Phillip Maletroit | ||
(b) | Address of Principal Business Office or, if none, Residence: | |
The principal business office of Kennet Capital Management (Jersey) Limited, is 1st Floor, Waterloo House, Don Street, St Helier, Jersey, Channel Islands, JE1 1AD; the principal business office of Michael Harrop is Greystock, Wellington Road, St Saviour, Jersey, JE2 7TH Channel Islands. | ||
(c) | Citizenship: | |
The place of organization of Kennet Capital Management (Jersey) Limited is Jersey; the country of citizenship of each of Michael Harrop, Spencer Wells, Claire Cabot and Phillip Maletroit is Great Britain. | ||
(d) | Title of Class of Securities: | |
Ordinary Shares, nominal value €0.02 per share | ||
(e) | CUSIP Number: | |
817323 108 (American Depositary Shares, representing one ordinary share) | ||
Item 3. | If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
(a) | o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
(b) | o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
(c) | o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
(d) | o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); | |
(e) | o An investment adviser in accordance with §240.13d-l(b)(l)(ii)(E); | |
(f) | o An employee benefit plan or endowment fund in accordance with §240.13d-l(b)(l)(ii)(F); | |
(g) | o A parent holding company or control person in accordance with § 240.13d-l(b)(l)(ii)(G) | |
(h) | o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) | o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the InvestmentCompany Act of 1940 (15 U.S.C. 80a-3); | |
(j) | o A non-U.S. institution in accordance with §240.13d-l(b)(l)(ii)(J). | |
(k) | o Group, in accordance with §240.13d-l(b)(l)(ii)(K). | |
If filing as a non-U.S. institution in accordance with §240.13d-l(b)(l)(ii)(J), please specify the type of institution: Not Applicable | ||
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: | |
Kennet Capital Management (Jersey) Limited: 3,177,737* | ||
Michael Harrop: 3,177,737* | ||
Spencer Wells: 3,177,737* | ||
Claire Cabot: 3,177,737* | ||
Phillip Maletroit: 3,177,737* | ||
(b) | Percent of class: | |
Kennet Capital Management (Jersey) Limited: 5.4% * | ||
Michael Harrop: 5.4% * | ||
Spencer Wells: 5.4% * | ||
Claire Cabot: 5.4% * | ||
Phillip Maletroit: 5.4%* | ||
(c) | Number of shares as to which the person has: |
(i) |
Sole power to vote or to direct the vote
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Kennet Capital Management (Jersey) Limited: 3,177,737* | ||
Michael Harrop: 0 * | ||
Spencer Wells: 0* | ||
Claire Cabot: 0 * | ||
Phillip Maletroit: 0* | ||
(ii) | Shared power to vote or to direct the vote | |
Kennet Capital Management (Jersey) Limited: 0 * | ||
Michael Harrop: 3,177,737* | ||
Spencer Wells: 3,177,737* | ||
Claire Cabot: 3,177,737* | ||
Phillip Maletroit: 3,177,737* | ||
(iii) | Sole power to dispose or to direct the disposition of | |
Kennet Capital Management (Jersey) Limited: 3,177,737* | ||
Michael Harrop: 0 * | ||
Spencer Wells: 0* | ||
Claire Cabot: 0 * | ||
Phillip Maletroit: 0* | ||
(iv) | Shared power to dispose or to direct the disposition of | |
Kennet Capital Management (Jersey) Limited: 0 * | ||
Michael Harrop: 3,177,737* |
Spencer Wells: 3,177,737* | ||
Claire Cabot: 3,177,737* | ||
Phillip Maletroit: 3,177,737* |
* |
Kennet II LP, or KII, holds 3,163,556 of the Issuer’s ordinary shares and King Street Partners LP, or KSP, holds 14,181 of the Issuer’s ordinary shares. Pursuant to a management agreement, Kennet Capital Management (Jersey) Limited, or KCMJL, has sole voting and dispositive power over the shares held by KII and KSP. The board of directors of KCMJL consists of Michael Harrop, Spencer Wells, Claire Cabot and Phillip Maletroit, who share such voting and dispositive power. Pursuant to Rule 13d−4, each of Michael Harrop, Spencer Wells, Claire Cabot and Phillip Maletroit disclaims beneficial ownership of the ordinary shares except to the extent of his or her pecuniary interest therein reflected herein and, as such, declares that the statement shall not be construed as an admission that such person is the beneficial owner of any securities covered hereby.
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Item 5. | Ownership of Five Percent or Less of a Class | |
Not applicable. | ||
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |
As described in Item 4 above, KII holds 3,163,556 of the Issuer’s ordinary shares and KSP holds 14,181 of the Issuer’s ordinary shares. Pursuant to a management agreement KCMJL has sole voting and dispositive power over the shares held by KII and KSP. The board of directors of KCMJL consists of Michael Harrop, Spencer Wells, Claire Cabot and Phillip Maletroit, who share such voting and dispositive power. | ||
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company | |
Not applicable. | ||
Item 8. | Identification and Classification of Members of the Group | |
Not applicable. | ||
Item 9. | Notice of Dissolution of Group | |
Not applicable. | ||
Item 10. | Certification | |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
KENNET CAPITAL MANAGEMENT (JERSEY) LIMITED | |
By: /s/ Spencer Wells | /s/ Michael Harrop |
Name: Spencer Wells | Michael Harrop |
Title: Director | |
/s/ Claire Cabot | |
Claire Cabot | |
/s/ Phillip Maletroit | |
Phillip Maletroit |
KENNET CAPITAL MANAGEMENT (JERSEY) LIMITED | |
By: /s/ Spencer Wells | /s/ Michael Harrop |
Name: Spencer Wells | Michael Harrop |
Title: Director | |
/s/ Claire Cabot | |
Claire Cabot | |
/s/ Phillip Maletroit | |
Phillip Maletroit |