Criteo S.A.
|
(Name of Issuer)
|
Ordinary Shares, €0.025 nominal value per share |
(Title of Class of Securities)
|
226718104 |
(CUSIP Number)
|
December 31, 2013
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 226718104
|
13G |
Page 2 of 15 Pages
|
|
|
|
1 | NAMES OF REPORTING PERSONS FCPR Elaia Ventures |
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [X]
(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
4,247,722 (A)
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
4,247,722 (A)
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,247,722
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
|
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
7.5% | |
12
|
TYPE OF REPORTING PERSON
|
PN (B) |
CUSIP No. 226718104
|
13G |
Page 3 of 15 Pages
|
|
|
1 | NAMES OF REPORTING PERSONS FCPI 123 Multinova Europe Compartiment Dynamique |
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [X]
(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
611,622 (A)
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
611,622 (A)
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
611,622
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
|
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
1.1% | |
12
|
TYPE OF REPORTING PERSON
|
PN (C) |
CUSIP No. 226718104
|
13G |
Page 4 of 15 Pages
|
|
|
1 | NAMES OF REPORTING PERSONS FCPI 123 Multinova Europe Compartiment Equilibre |
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [X]
(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
344,050 (A)
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
344,050 (A)
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
344,050
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
|
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
0.6% | |
12
|
TYPE OF REPORTING PERSON
|
PN (C) |
CUSIP No. 226718104
|
13G |
Page 5 of 15 Pages
|
|
|
1 | NAMES OF REPORTING PERSONS FCPI 123 Multinova IV Compartiment Dynamique |
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [X]
(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
780,280 (A)
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
780,280 (A)
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
780,280
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
|
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
1.4% | |
12
|
TYPE OF REPORTING PERSON
|
PN (C) |
CUSIP No. 226718104
|
13G |
Page 6 of 15 Pages
|
|
|
1 | NAMES OF REPORTING PERSONS FCPI 123 Multinova IV Compartiment Equilibre |
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [X]
(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
387,554 (A)
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
387,554 (A)
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
387,554
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
|
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
0.7% | |
12
|
TYPE OF REPORTING PERSON
|
PN (C) |
CUSIP No. 226718104
|
13G |
Page 7 of 15 Pages
|
|
|
1 | NAMES OF REPORTING PERSONS Elaia Partners S.A.S. |
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [X]
(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
0
|
6
|
SHARED VOTING POWER
6,371,228 (A)
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
6,371,228 (A)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,371,228
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
|
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
11.3% | |
12
|
TYPE OF REPORTING PERSON
|
CO |
CUSIP No. 226718104
|
13G |
Page 8 of 15 Pages
|
|
|
1 | NAMES OF REPORTING PERSONS 123 Venture S.A. |
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [X]
(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
0
|
6
|
SHARED VOTING POWER
2,096,506 (A)
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
2,096,506 (A)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,096,506
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
|
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
11.3% | |
12
|
TYPE OF REPORTING PERSON
|
CO |
CUSIP No. 226718104
|
13G |
Page 9 of 15 Pages
|
|
|
Item 1.
|
(a)
|
Name of Issuer:
|
Criteo S.A.
|
||
(b)
|
Address of Issuer's Principal Executive Offices:
|
|
32 Rue Blanche 75009 Paris, France | ||
Item 2.
|
(a)
|
Name of Persons Filing:
|
(i) FCPR Elaia Ventures
|
||
(ii) FCPI 123 Multinova Europe Compartiment Dynamique | ||
(iii) FCPI 123 Multinova Europe Compartiment Equilibre | ||
(iv) FCPI 123 Multinova IV Compartiment Dynamique | ||
(v) FCPI 123 Multinova IV Compartiment Equilibre | ||
(vi) Elaia Partners S.A.S. | ||
(vii) 123 Venture S.A. | ||
(b)
|
Address of Principal Business Office:
|
|
(i) 54, rue de Ponthieu - 75008 Paris - FRANCE | ||
(ii) 94, rue de la Victoire - 75009 Paris - FRANCE | ||
(iii) 94, rue de la Victoire - 75009 Paris - FRANCE | ||
(iv) 94, rue de la Victoire - 75009 Paris - FRANCE | ||
(v) 94, rue de la Victoire - 75009 Paris - FRANCE | ||
(vi) 54, rue de Ponthieu - 75008 Paris - FRANCE | ||
(vii) 94, rue de la Victoire - 75009 Paris - FRANCE | ||
(c)
|
Citizenship:
|
|
(i) France | ||
(ii) France | ||
(iii) France | ||
(iv) France | ||
(v) France | ||
(vi) France | ||
(vii) France | ||
(d)
|
Title of Class of Securities:
|
|
Ordinary shares, €0.025 nominal value per share
|
||
|
||
(e)
|
CUSIP Number:
|
|
226718104
|
CUSIP No. 226718104
|
13G |
Page 10 of 15 Pages
|
|
|
Item 3.
|
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
|
|
(a)
|
[ ] Broker or dealer registered under Section 15 of the Act.
|
|
(b)
|
[ ] Bank as defined in Section 3(a)(6) of the Act.
|
|
(c)
|
[ ] Insurance company as defined in Section 3(a)(19) of the Act.
|
|
(d)
|
[ ] Investment company registered under Section 8 of the Investment
Company Act of 1940.
|
|
(e)
|
[ ] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E). |
|
(f)
|
[ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F).
|
|
(g)
|
[ ] A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G).
|
|
(h)
|
[ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act.
|
|
(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. |
|
(j)
|
[ ] A non-U.S. institution in accordance with Section 240.13d-1(b)(1)
(ii)(J).
|
(k)
|
[ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).
|
||
|
|
||
If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |||
CUSIP No. 226718104
|
13G |
Page 11 of 15 Pages
|
|
|
Item 4.
|
Ownership.
|
|
CUSIP No. 226718104
|
13G |
Page 12 of 15 Pages
|
|
|
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:
|
|
Not applicable. | ||
Item 7.
|
Identification and Classification of the Subsidiaries 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.
|
|
See Exhibit 2. | ||
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.
|
||
CUSIP No. 226718104
|
13G |
Page 13 of 15 Pages
|
|
|
Date: February 12, 2014 | ||||||
FCPR ELAIA VENTURES | ||||||
By: Elaia Partners, its general partner, represented by: | ||||||
By: | /s/ Marie Ekeland |
|
||||
Name: Marie Ekeland
|
||||||
Title: Authorized Signatory
|
FCPI 123 MULTINOVA EUROPE COMPARTIMENT DYNAMIQUE |
||||||
FCPI 123 MULTINOVA EUROPE COMPARTIMENT EQUILIBRE |
||||||
FCPI 123 MULTINOVA IV COMPARTIMENT DYNAMIQUE |
||||||
FCPI 123 MULTINOVA IV COMPARTIMENT EQUILIBRE |
||||||
By: 123 Ventura S.A., its general partner, represented by Elaia Partners, with delegated management, represented by: |
||||||
By: | /s/ Marie Ekeland |
|
||||
Name: Marie Ekeland
|
||||||
Title: Authorized Signatory
|
ELAIA PARTNERS S.A.S. | ||||||
By: | /s/ Marie Ekeland |
|
||||
Name: Marie Ekeland
|
||||||
Title: Authorized Signatory
|
123 VENTURE S.A. | ||||||
By: | /s/ Olivier Goy |
|
||||
Name: Olivier Goy
|
||||||
Title: Chief Executive Officer
|
CUSIP No. 226718104
|
13G |
Page 14 of 15 Pages
|
|
|
Date: February 12, 2014 | ||||||
FCPR ELAIA VENTURES | ||||||
By: Elaia Partners, its general partner, represented by: | ||||||
By: | /s/ Marie Ekeland |
|
||||
Name: Marie Ekeland
|
||||||
Title: Authorized Signatory
|
FCPI 123 MULTINOVA EUROPE COMPARTIMENT DYNAMIQUE |
||||||
FCPI 123 MULTINOVA EUROPE COMPARTIMENT EQUILIBRE |
||||||
FCPI 123 MULTINOVA IV COMPARTIMENT DYNAMIQUE |
||||||
FCPI 123 MULTINOVA IV COMPARTIMENT EQUILIBRE |
||||||
By: 123 Ventura S.A., its general partner, represented by Elaia Partners, with delegated management, represented by: |
||||||
By: | /s/ Marie Ekeland |
|
||||
Name: Marie Ekeland
|
||||||
Title: Authorized Signatory
|
ELAIA PARTNERS S.A.S. | ||||||
By: | /s/ Marie Ekeland |
|
||||
Name: Marie Ekeland
|
||||||
Title: Authorized Signatory
|
123 VENTURE S.A. | ||||||
By: | /s/ Olivier Goy |
|
||||
Name: Olivier Goy
|
||||||
Title: Chief Executive Officer
|
CUSIP No. 226718104
|
13G |
Page 15 of 15 Pages
|
|
|