0001576427-16-000077.txt : 20160104 0001576427-16-000077.hdr.sgml : 20160101 20160104123152 ACCESSION NUMBER: 0001576427-16-000077 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160101 FILED AS OF DATE: 20160104 DATE AS OF CHANGE: 20160104 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Niccoli Romain CENTRAL INDEX KEY: 0001659995 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36153 FILM NUMBER: 161317094 MAIL ADDRESS: STREET 1: C/O CRITEO LEGAL DEPT. STREET 2: 387 PARK AVENUE SOUTH, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 3 1 wf-form3_145192870172256.xml FORM 3 X0206 3 2016-01-01 0 0001576427 Criteo S.A. CRTO 0001659995 Niccoli Romain C/O CRITEO LEGAL DEPT. 387 PARK AVENUE SOUTH, 11TH FLOOR NEW YORK NY 10016 0 1 0 0 Chief Technology Officer Ordinary Shares 1201706 D Employee Warrant (right to buy) 5.95 2022-04-30 Ordinary Shares 35856.0 D Employee Warrant (right to buy) 8.28 2013-10-30 2022-10-25 Ordinary Shares 61845.0 D Stock Option (right to buy) 22.95 2024-07-30 Ordinary Shares 142003.0 D Stock Option (right to buy) 35.18 2025-10-29 Ordinary Shares 50000.0 D The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share. Employee warrant granted on April 30, 2012. 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. The exercise price of the warrant is in Euros. The U.S. dollar equivalent of the exercise price is $6.52 using the Federal Reserve Bank of New York noon buying rate for December 24, 2015 (1.00 = $1.0955). The exercise price of the warrant is in Euros. The U.S. dollar equivalent of the exercise price is $9.07 using the Federal Reserve Bank of New York noon buying rate for December 24, 2015 (1.00 = $1.0955). Stock option granted on July 30, 2014 under the Issuer's 2014 Stock Option Plan. 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. The exercise price of the stock option is in Euros. The U.S. dollar equivalent of the exercise price is $25.14 using the Federal Reserve Bank of New York noon buying rate for December 24, 2015 (1.00 = $1.0955). Stock option granted on October 29, 2015 under the Issuer's 2014 Stock Option Plan. One-fourth of the grant will vest 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. The exercise price of the stock option is in Euros. The U.S. dollar equivalent of the exercise price is $38.54 using the Federal Reserve Bank of New York noon buying rate for December 24, 2015 (1.00 = $1.0955). The Reporting Person is filing this form in connection with the Issuer's transition from a foreign private issuer to a domestic issuer, effective January 1, 2016. /s/ Nicole Kelsey, as attorney-in-fact for Romain Niccoli 2016-01-04 EX-24 2 niccolipoa.htm ROMAIN NICCOLI POA

 

POWER OF ATTORNEY

For Executing Forms 3, 4 and 5

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Nicole Kelsey, with full power of substitution, as his or her true and lawful attorney-in-fact to:

 

  (1)   execute for and on behalf of the undersigned a Form 3, Form 4 or Form 5, or any amendment thereto, relating to the securities of Criteo S.A., in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;
       
  (2)   do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of such Form 3, Form 4 or Form 5, or any amendment thereto, and the timely filing of such form with the United States Securities and Exchange Commission and any other authority; and
       
  (3)   take any other action of any type whatsoever, including, without limitation, completing and signing any Form ID, 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, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned 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 his or her discretion.

 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by Criteo S.A. unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of November, 2015.

 

By: /s/ Romain Niccoli

Name: Romain Niccoli

Title: Chief Technology Officer