SEC FORM 3

SEC Form 3

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^*

Teodosiu Dan

(Last)

(First)

(Middle)

C/O CRITEO LEGAL DEPT.

387 PARK AVENUE SOUTH, 11TH FLOOR

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2017

3. Issuer Name and Ticker or Trading Symbol
Criteo S.A. [ CRTO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Technical Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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⁾	34,510⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Warrant (right to buy)	⁽³⁾	02/07/2023	Ordinary Shares⁽¹⁾	6,000	$9.65⁽⁴⁾	D
Stock Option (right to buy)	⁽⁵⁾	07/30/2024	Ordinary Shares⁽¹⁾	23,250	$22.95⁽⁶⁾	D
Stock Option (right to buy)	⁽⁷⁾	10/29/2025	Ordinary Shares⁽¹⁾	20,625	$35.18⁽⁸⁾	D
Stock Option (right to buy)	⁽⁹⁾	06/28/2026	Ordinary Shares⁽¹⁾	41,964	$38.81⁽¹⁰⁾	D
Stock Option (right to buy)	⁽¹¹⁾	07/28/2026	Ordinary Shares⁽¹⁾	16,986	$38.2⁽¹²⁾	D

Explanation of Responses:

1. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.

2. The shares are subject to time-based vesting.

3. Employee warrant granted on February 7, 2013 under the Issuer's 2012 Stock Option Plan vests quarterly. The grant vests in tranches and will be fully exercisable on February 7, 2018.

4. The exercise price of the stock option is in euros. The U.S. dollar equivalent of the exercise price is $10.18 using the Federal Reserve Bank of New York noon buying rate for March 3, 2017 (1.00 = $1.0552).

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 $24.22 using the Federal Reserve Bank of New York noon buying rate for March 3, 2017 (1.00 = $1.0552).

7. Stock option granted on October 29, 2015 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.

8. The exercise price of the stock option is in euros. The U.S. dollar equivalent of the exercise price is $37.12 using the Federal Reserve Bank of New York noon buying rate for March 3, 2017 (1.00 = $1.0552).

9. Stock option granted on June 28, 2016 under the Issuer's 2014 Stock Option Plan. One-fourth of the grant vests 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.

10. The exercise price of the stock option is in euros. The U.S. dollar equivalent of the exercise price is $40.95 using the Federal Reserve Bank of New York noon buying rate for March 3, 2017 (1.00 = $1.0552).

11. Stock option granted on July 28, 2016 under the Issuer's 2016 Stock Option Plan. One-fourth of the grant vests 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.

12. The exercise price of the stock option is in euros. The U.S. dollar equivalent of the exercise price is $40.31 using the Federal Reserve Bank of New York noon buying rate for March 3, 2017 (1.00 = $1.0552).

Remarks:

	/s/ Nicole Kelsey, as attorney-in-fact for Dan Teodosiu	03/10/2017
	** 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).
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