0000905148-24-001604.txt : 20240523 0000905148-24-001604.hdr.sgml : 20240523 20240523174713 ACCESSION NUMBER: 0000905148-24-001604 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240513 FILED AS OF DATE: 20240523 DATE AS OF CHANGE: 20240523 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hufnagel Till CENTRAL INDEX KEY: 0002023785 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36153 FILM NUMBER: 24979972 MAIL ADDRESS: STREET 1: 100 PALL MALL CITY: LONDON STATE: X0 ZIP: SW1Y 5NQ REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Umek Klaus CENTRAL INDEX KEY: 0002023786 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36153 FILM NUMBER: 24979971 MAIL ADDRESS: STREET 1: 100 PALL MALL CITY: LONDON STATE: X0 ZIP: SW1Y 5NQ ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Criteo S.A. CENTRAL INDEX KEY: 0001576427 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] ORGANIZATION NAME: 07 Trade & Services 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: 33175850939 MAIL ADDRESS: STREET 1: 32 RUE BLANCHE CITY: PARIS STATE: I0 ZIP: 75009 4 1 form4.xml X0508 4 2024-05-13 true 0001576427 Criteo S.A. CRTO 0002023785 Hufnagel Till 100 PALL MALL LONDON X0 SW1Y 5NQ UNITED KINGDOM true 0002023786 Umek Klaus 100 PALL MALL LONDON X0 SW1Y 5NQ UNITED KINGDOM true false Ordinary Shares 2024-05-13 4 S 0 10650 37.8134 D 1771425 I See Footnotes Ordinary Shares 2024-05-14 4 P 0 6000 37.6674 A 1777425 I See Footnotes Ordinary Shares 2024-05-14 4 S 0 15405 37.7515 D 1762020 I See Footnotes Ordinary Shares 2024-05-15 4 S 0 1205 37.4793 D 1760815 I See Footnotes Ordinary Shares 2024-05-16 4 S 0 1540 37.0721 D 1759275 I See Footnotes Ordinary Shares 2024-05-17 4 S 0 72000 36.2978 D 1687275 I See Footnotes Ordinary Shares 185561 D Ordinary Shares 85132 D Call Option (right to buy) 35 2024-05-16 4 S 0 550 1.75 D 2024-05-17 Ordinary Shares 55000 4450 I See Footnotes The securities reported herein are held in the form of American Depositary Shares ("ADS"), or options to acquire ADS, of the Issuer. Each ADS represents one Ordinary Share of the Issuer. These securities are held directly by the investment vehicles and managed accounts for which Petrus Advisers Ltd. ("Petrus") serves as investment manager or portfolio adviser. Till Hufnagel serves as partner of Petrus, and Klaus Umek serves as the managing partner of Petrus. The Reporting Persons disclaim beneficial ownership of these securities, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. The transaction was executed in multiple trades in prices ranging from $37.80 to $37.90, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. The transaction was executed in multiple trades in prices ranging from $37.49 to $37.77, inclusive. The price reported in Column 4 above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each respective price within the range set forth in this footnote. The transaction was executed in multiple trades in prices ranging from $37.745 to $37.84, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. The transaction was executed in multiple trades in prices ranging from $37.45 to $37.50, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. The transaction was executed in multiple trades in prices ranging from $36.92 to $37.20, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. The transaction was executed in multiple trades in prices ranging from $36.29 to $36.79, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. The purchases of an aggregate 6,000 shares on May 14, 2024 reported herein were matchable under Section 16(b) of the Exchange Act with the sales of an aggregate 6,000 shares reported herein. The Reporting Persons have notified the Issuer regarding prompt payment of short swing profits resulting from the reported transactions calculated in accordance with Section 16(b) of the Exchange Act. These options are currently exercisable. These securities are held directly by Till Hufnagel. Mr. Umek has no beneficial ownership or pecuniary interest in such securities. These securities are held directly by Klaus Umek. Mr. Hufnagel has no beneficial ownership or pecuniary interest in such securities. Because the Reporting Persons may be deemed to share beneficial ownership over the securities managed by Petrus, they have chosen to jointly file this Form 4 in accordance with Rule 16a-3(j) under the Exchange Act. Consistent with Rule 16a-3(j), the Reporting Persons are including all required information for each Reporting Person, including shares beneficially owned directly by each Reporting Person. Each Reporting Person has no beneficial ownership in the securities beneficially owned directly by the other Reporting Person, and the joint filing of this Form 4 shall not be deemed an admission that each Reporting Person is the beneficial owner of the securities held by the other Reporting Person for purposes of Section 16 of the Exchange Act or for any other purpose. /s/ Till Hufnagel 2024-05-23 /s/ Klaus Umek 2024-05-23