SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Orange S.A.

(Name of Issuer)

Ordinary shares, nominal value €4.00 per share

(Title of Class of Securities)

684060106 (American Depositary Shares, each representing one ordinary share)

(CUSIP Number)

December 31, 2015

(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-1(b)

o 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).

	1	Name of Reporting Persons I.R.S. Identification No. of Above Person (Entities Only) The French Republic acting through Agence des Participations de l’Etat
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		x
		(b)		o
	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 356,194,433
			6		Shared Voting Power Not applicable.
			7		Sole Dispositive Power 356,194,433
			8		Shared Dispositive Power Not applicable.
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 356,194,433
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11	Percent of Class Represented by Amount in Row (9) 13.4%
	12	Type of Reporting Person (See Instructions) OO

2

	1	Name of Reporting Persons I.R.S. Identification No. of Above Person (Entities Only) Bpifrance Participations S.A.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		x
		(b)		o
	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 Not applicable.
			6		Shared Voting Power 254,219,602
			7		Sole Dispositive Power Not applicable.
			8		Shared Dispositive Power 254,219,602
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 254,219,602
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11	Percent of Class Represented by Amount in Row (9) 9.6%
	12	Type of Reporting Person (See Instructions) OO

3

	1	Name of Reporting Persons I.R.S. Identification No. of Above Person (Entities Only) Caisse des Dépôts et Consignations
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		x
		(b)		o
	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 44,764,102
			6		Shared Voting Power 254,219,602
			7		Sole Dispositive Power 44,764,102
			8		Shared Dispositive Power 254,219,602
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 298,983,704
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11	Percent of Class Represented by Amount in Row (9) 11.3%
	12	Type of Reporting Person (See Instructions) OO

4

	1	Name of Reporting Persons I.R.S. Identification No. of Above Person (Entities Only) EPIC Bpifrance
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		x
		(b)		o
	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 Not applicable.
			6		Shared Voting Power 254,219,602
			7		Sole Dispositive Power Not applicable.
			8		Shared Dispositive Power 254,219,602
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 254,219,602
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11	Percent of Class Represented by Amount in Row (9) 9.6%
	12	Type of Reporting Person (See Instructions) OO

5

	1	Name of Reporting Persons I.R.S. Identification No. of Above Person (Entities Only) Bpifrance S.A.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		x
		(b)		o
	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 Not applicable.
			6		Shared Voting Power 254,219,602
			7		Sole Dispositive Power Not applicable.
			8		Shared Dispositive Power 254,219,602
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 254,219,602
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11	Percent of Class Represented by Amount in Row (9) 9.6%
	12	Type of Reporting Person (See Instructions) OO

6

Item 1 (a)		Name of Issuer: Orange S.A.
Item 1 (b)		Address of Issuer’s Principal Executive Offices: 78, rue Olivier de Serres, Paris 75015 FRANCE
Item 2 (a)		Name of Person Filing: During 2015, the Group of Orange shareholders consisted of: (i) The French Republic acting through Agence des Participations de l’Etat (ii) Bpifrance Participations S.A. (iii) Caisse des Dépôts et Consignations (iv) EPIC Bpifrance (v) Bpifrance S.A.
Item 2 (b)		Address of Principal Business Office: (i) 139, rue de Bercy  Télédoc 228 75572 Paris Cedex 12 France (ii) 27-31, avenue du Général Leclerc 94710 Maisons-Alfort Cedex France (iii) 56, rue de Lille, 75007 Paris, France (iv) 27-31, avenue du Général Leclerc 94710 Maisons-Alfort Cedex France (v) 27-31, avenue du Général Leclerc 94710 Maisons-Alfort Cedex France
Item 2 (c)		Citizenship: France
Item 2 (d)		Title of Class of Securities: Common Stock, par value €4.00 per share
Item 2 (e)		CUSIP Number: 684060106 (American Depositary Shares, each representing one ordinary share)
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:
	Not applicable.

7

Item 4	Ownership:
Please see Items 5, 6, 7, 8, 9 and 11 of each cover sheet for each filing entity. On July 29, 2015, Bpifrance Participations S.A. sold 52,977,707 ordinary shares in an accelerated private placement to institutional investors.
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 Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
See attached Exhibit 1 for the identity of each member of the Group and a description of the relevant shareholders’ agreement.
Item 8	Identification and Classification of Members of the Group:
See attached Exhibit 1 for the identity of each member of the Group and a description of the relevant shareholders’ agreement. See also Item 4 above.
Item 9	Notice of Dissolution of Group:
Not Applicable.

8

SCHEDULE 13G

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.

	The French Republic acting through Agence des Participations de l’Etat
Dated: February 16, 2016	By:	/s/ Lucie Muniesa
	Name:	Lucie Muniesa
	Title:	Deputy Managing Director
	Bpifrance Participations S.A.
Dated: February 16, 2016	By:	/s/ Nicolas Dufourcq
	Name:	Nicolas Dufourcq
	Title:	CEO
	Caisse Des Dépôts et Consignations
Dated: February 16, 2016	By:	/s/ Alain Minczeles
	Name:	Alain Minczeles
	Title:	Head of Finance Division
	Epic Bpifrance
Dated: February 16, 2016	By:	/s/ Sophie Paquin
	Name:	Sophie Paquin
	Title:	Director of Legal Affairs
	Bpifrance S.A.
Dated: February 16, 2016	By:	/s/ Nicolas Dufourcq
	Name:	Nicolas Dufourcq
	Title:	CEO

9

EX-99.1

Exhibit 99.1

Exhibit 1

Bpifrance Participations S.A. (“Bpifrance”) is a French public investment fund specializing in the business of equity financing via direct investment or fund of funds. Bpifrance is a wholly-owned subsidiary of Bpifrance S.A., a French financial institution especially created for this purpose. Caisse des Dépots et Consignations, a French special public entity (établissement special) and EPIC Bpifrance, a French public institution of industrial and commercial nature, each hold 50% of the share capital of Bpifrance S.A. and jointly control Bpifrance S.A. CDC is principally engaged in the business of long-term investments.  CDC holds Orange shares directly for its own account (14,764,102 or 0.6%) and directly through its Direction des Fonds d’Epargne (30,000,000 or 1.1%).

On December 24, 2012, the Fonds Stratégique d’Investissement (“FSI”) and the Agence des Participations de l’Etat entered into a shareholders’ agreement to act jointly with respect to their Orange shares. This agreement replaced the previous shareholders’ agreement signed between the same parties on November 25, 2009.

In July 2013, following the creation of Bpifrance, FSI was renamed Bpifrance Participations S.A.

The shareholders’ agreement stipulates that the parties agree to discuss and do their utmost to come to a shared position on resolutions voted by the Shareholders’ Meeting of Orange, without however being obliged to reach an agreement.

In the event of planned transactions involving shares and the crossing of thresholds, the agreement provides for:

· a general information obligation between the parties before entering into any transaction involving the shares or voting rights of Orange SA;

· an obligation to consult each other prior to:

· an impending plan by the parties to dispose of shares, under which each party undertakes not to carry out such plans without having, to the extent possible, aligned its analysis regarding the value of Orange SA shares with the other party’s, and having coordinated, if possible, the practical details of the sale of said shares,

· either party carrying out a transaction which would result in the parties exceeding an interest threshold likely to trigger an obligation to declare their intentions to Orange SA or the Autorité des Marchés Financiers;

· an obligation to secure the prior approval by the other party if the transaction planned by one party would result in both parties jointly crossing a threshold which would trigger a mandatory public offering.

The agreement is concluded for two years, and can be extended by tacit renewal for two year periods. It was tacitly renewed on December 24, 2014.

EX-99.2

Exhibit 99.2

Exhibit 2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the ordinary shares of Orange S.A. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing.  In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 16, 2016.

	The French Republic acting through Agence des Participations de l’Etat
Dated: February 16, 2016	By:	/s/  Lucie Muniesa
	Name:	Lucie Muniesa
	Title:	Deputy Managing Director
	Bpifrance Participations S.A.
Dated: February 16, 2016	By:	/s/ Nicolas Dufourcq
	Name:	Nicolas Dufourcq
	Title:	CEO
	Caisse Des Dépôts et Consignations
Dated: February 16, 2016	By:	/s/ Alain Minczeles
	Name:	Alain Minczeles
	Title:	Head of Finance Division
	Epic Bpifrance
Dated: February 16, 2016	By:	/s/ Sophie Paquin
	Name:	Sophie Paquin
	Title:	Director of Legal Affairs
	Bpifrance S.A.
Dated: February 16, 2016	By:	/s/ Nicolas Dufourcq
	Name:	Nicolas Dufourcq
	Title:	CEO

EX-99.3

Exhibit 99.3

Exhibit 3

FREE TRANSLATION OF

POWER OF ATTORNEY

I, the undersigned,

Mr. Arnaud CAUDOUX, born on December 16, 1970 in Lille (North), a French national, located at 27-31 avenue du Général Leclerc in Maisons-Alfort (94710) (the “Delegator”), acting in accordance with the power of attorney of November 3, 2015 granted by Mr. Pierre LEPETIT, chairman and director of the public institution Bpifrance, an industrial and commercial public institution, headquartered at 27-31 avenue du Général Leclerc in Maisons-Alfort (94710), registered with the Trade and Companies register of Créteil under number 483 790 069,

(hereafter, the “Public Institution”)

delegate to Miss Sophie PAQUIN, born on October 19, 1977 in Paris (14th), a French national, located at 27-31 avenue du Général Leclerc in Maisons-Alfort (94710), Director of Legal Affairs of the company Bpifrance Investissement (the “Delegate”), the power to proceed with any action before the Autorité des Marchés Financiers or with any other Relevant Authority, including foreign, if applicable, including any declaration of the crossing of a threshold and, if applicable, of intent, as well as any declaration of the crossing of a statutory threshold, and within this context to take all necessary related actions.

In furtherance of the above, make and execute all certificates and documents, and generally to take all necessary actions.

The delegate shall act in the interest of the Public Institution and agrees to respect the applicable regulations, the provisions of the by-laws and to comply with any existing internal procedures.

This power of attorney was conferred in the presence of the above designated holder, who expressly declares the acceptance of the mandates thus conferred.

This power of attorney has been established for an indefinite period. It may be modified or revoked at any time at the initiative of the delegator.

In any event, this power of attorney will end when the power of attorney granted to the delegator on November 3, 2015 by Mr. Pierre LEPETIT expires.

Signed at Maison-Alfort, on November 4, 2015, in two (2) original copies,

Good for power of attorney,	Good for acceptance of power of attorney,
/s/ Arnaud Caudoux	/s/ Sophie Paquin
The Delegator(1) Mr. Arnaud CAUDOUX	The Delegate(2) Miss Sophie PAQUIN

(1)  Signature preceeded by “Good for power of attorney”

(2)  Signature preceeded by “Good for acceptance of power of attorney”