FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/01/2016 |
3. Issuer Name and Ticker or Trading Symbol
Criteo S.A. [ CRTO ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Ordinary Shares(1) | 1,201,706 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Employee Warrant (right to buy) | (2) | 04/30/2022 | Ordinary Shares(1) | 35,856 | $5.95(3) | D | |
Employee Warrant (right to buy) | 10/30/2013 | 10/25/2022 | Ordinary Shares(1) | 61,845 | $8.28(4) | D | |
Stock Option (right to buy) | (5) | 07/30/2024 | Ordinary Shares(1) | 142,003 | $22.95(6) | D | |
Stock Option (right to buy) | (7) | 10/29/2025 | Ordinary Shares(1) | 50,000 | $35.18(8) | D |
Explanation of Responses: |
1. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share. |
2. 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. |
3. 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). |
4. 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). |
5. 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. |
6. 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). |
7. 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. |
8. 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). |
Remarks: |
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 | 01/04/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |