0001209191-17-059398.txt : 20171106 0001209191-17-059398.hdr.sgml : 20171106 20171106160723 ACCESSION NUMBER: 0001209191-17-059398 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171103 FILED AS OF DATE: 20171106 DATE AS OF CHANGE: 20171106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spilman Mary CENTRAL INDEX KEY: 0001559435 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36153 FILM NUMBER: 171179564 MAIL ADDRESS: STREET 1: C/O MILLENNIAL MEDIA, INC. STREET 2: 2400 BOSTON STREET, SUITE 201 CITY: BALTIMORE STATE: MD ZIP: 21224 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Criteo S.A. CENTRAL INDEX KEY: 0001576427 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 32 RUE BLANCHE CITY: PARIS STATE: I0 ZIP: 75009 BUSINESS PHONE: 33140402290 MAIL ADDRESS: STREET 1: 32 RUE BLANCHE CITY: PARIS STATE: I0 ZIP: 75009 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-11-03 0 0001576427 Criteo S.A. CRTO 0001559435 Spilman Mary C/O CRITEO LEGAL DEPT. 387 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10016 0 1 0 0 Chief Revenue Officer Ordinary Shares 2017-11-03 4 M 0 5000 28.12 A 26960 D Ordinary Shares 2017-11-03 4 S 0 5000 37.88 D 21960 D Stock Option (right to buy) 28.12 2017-11-03 4 M 0 5000 0.00 D 2024-10-29 Ordinary Shares 5000 57500 D The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share. The exercise price of the stock option is 24.28 euros. The U.S. dollar equivalent of the exercise price is $28.12 using the Federal Reserve Bank of New York noon buying rate for October 27, 2017 (1.00 = $1.1580). For more information about the equity of the issuer held by the reporting person, please see the issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission ("SEC"). The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $37.81 to $37.89, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. Stock option granted on October 29, 2014. One-fourth of the grant vested on the first anniversary of the grant date and an additional 1/16th of the grant vests quarterly thereafter, subject to continued service through each vesting date. /s/ Mary Spilman 2017-11-06 EX-24 2 attachment1.htm EX-24 DOCUMENT

POWER OF ATTORNEY
Know all by these presents, that Mary Spilman (“Principal”) hereby constitutes and appoints Benoit Fouilland with full power of substitution, Principal’s true and lawful attorney-in-fact to:
(1)          execute for and on behalf of the undersigned, in any capacity that requires filing Forms 3, 4, and 5 with respect to Criteo S.A. (the “Company”) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(2)          do and perform any and all acts for and on behalf of Principal which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and file such form with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and
(3)          take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, Principal, it being understood that the documents executed by such attorney-in-fact on behalf of Principal pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
Principal hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as Principal might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his substitute(s), shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. Principal acknowledges that each such attorney-in-fact, in serving in such capacity at the request of Principal, is not assuming, nor is the Company assuming any of Principal’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until Principal is no longer required to file Forms 3, 4, and 5 with respect to Principal’s holdings of and transactions in securities issued by the Company, unless earlier revoked by Principal in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney shall revoke and replace any other power of attorney that Principal has previously granted to Nicole Kelsey in filing Forms 3, 4, and 5 with respect to Principal’s holdings of and transactions in securities issued by the Company.
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IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of the date specified below.
By:
/s/ Mary Spilman
Mary Spilman
Date:  September 1, 2017