* | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
CUSIP No. 226718104 | 13G | Page 2 of 5 Pages |
1. | Names of Reporting Persons Jean-Baptiste Rudelle | |||||
2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) ¨ | |||||
3. | SEC USE ONLY | |||||
4. | Citizenship or Place of Organization France | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 3,067,886 shares(1) | ||||
6. | Shared Voting Power 0 shares | |||||
7. | Sole Dispositive Power 3,067,886 shares(1) | |||||
8. | Shared Dispositive Power 0 shares | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,067,886 shares(1) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ | |||||
11. | Percent of Class Represented by Amount in Row 9 4.8%(2) | |||||
12. | Type of Reporting Person (see instructions) IN |
(1) | Includes 317,948 shares issuable upon the exercise of options/warrants which are currently exercisable or which will become exercisable on or before March 1, 2017. |
(2) | Based on 63,978,204 shares outstanding as of December 31, 2016. |
CUSIP No. 226718104 | 13G | Page 3 of 5 Pages |
Item 1(a). | Name of Issuer: | |||||
Criteo S.A. | ||||||
Item 1(b). | Address of Issuer’s Principal Executive Offices: | |||||
32 Rue Blanche 75009 Paris, France | ||||||
Item 2(a). | Name of Person Filing: | |||||
This statement is being filed with respect to the 3,067,886 (1) Ordinary Shares, €0.025 nominal value per share (the “Shares”), of the Issuer directly owned by Jean-Baptiste Rudelle (the “Reporting Person”). | ||||||
Item 2(b). | Address of Principal Business Office or, if none, Residence: | |||||
The address and principal business office of the Reporting Person is: c/o Criteo Corp. 411 High Street Palo Alto, CA 94301 | ||||||
Item 2(c). | Citizenship: | |||||
Mr. Rudelle is a French citizen. | ||||||
Item 2(d). | Title of Class of Securities: | |||||
Ordinary Shares, €0.025 nominal value per share | ||||||
Item 2(e). | CUSIP Number: | |||||
226718104 | ||||||
Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: | |||||
Not Applicable | ||||||
(a) | ¨ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | ||||
(b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||||
(c) | ¨ | Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c); | ||||
(d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||||
(e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||||
(f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||||
(g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||||
(h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
(i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||
(j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | ||||
(k) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | ||||
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ______ |
CUSIP No. 226718104 | 13G | Page 4 of 5 Pages |
Item 4. | Ownership | |||||
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1. | ||||||
(a) | Amount Beneficially Owned: 3,067,886 shares(1) | |||||
(b) | Percent of Class: 4.8%(2) | |||||
(c) | Number of shares as to which the person has: | |||||
(i) | Sole power to vote or to direct the vote: 3,067,886 shares(1) | |||||
(ii) | Shared power to vote or to direct the vote: 0 shares. | |||||
(iii) | Sole power to dispose or to direct the disposition of: 3,067,886 shares(1) | |||||
(iv) | Shared power to dispose or to direct the disposition of: 0 shares | |||||
Item 5. | Ownership of 5 Percent or Less of a Class | |||||
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x. | ||||||
Item 6. | Ownership of More than 5 Percent on Behalf of Another Person | |||||
Not applicable. | ||||||
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. | |||||
Not applicable. | ||||||
Item 8. | Identification and Classification of Members of the Group | |||||
Not applicable. | ||||||
Item 9. | Notice of Dissolution of a Group | |||||
Not applicable. | ||||||
Item 10. | Certification | |||||
Not applicable. |
CUSIP No. 226718104 | 13G | Page 5 of 5 Pages |
Date: February 13, 2017 | By: | /s/ Jean-Baptiste Rudelle |
Name: | Jean-Baptiste Rudelle |