Statement of Changes in Beneficial Ownership (4)
May 26 2017 - 12:32PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Rudelle Jean-Baptiste
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2. Issuer Name
and
Ticker or Trading Symbol
Criteo S.A.
[
CRTO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive Chairman
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(Last)
(First)
(Middle)
C/O CRITEO LEGAL DEPT, 387 PARK AVENUE SOUTH, 12TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/24/2017
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(Street)
NEW YORK, NY 10016
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary Shares
(1)
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5/24/2017
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S
(2)
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20777
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D
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$55.02
(3)
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2130783
(4)
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D
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Ordinary Shares
(1)
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5/25/2017
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S
(2)
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41573
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D
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$55.30
(5)
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2089210
(4)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
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(2)
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The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan (the "Trading Plan") adopted by the reporting person. The sales are made in accordance with a trading schedule that is established at the time the Trading Plan is put in place. The reporting person entered into the Trading Plan during an open trading window of the issuer pursuant to its Insider Trading Policy.
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(3)
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The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $55.00 to $55.07, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote and in footnote (5) to this Form 4.
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(4)
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For more information about the equity of the issuer held by the reporting person, please see the issuer's most recent definitive proxy statement filed with the SEC.
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(5)
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The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $55.00 to $55.59, inclusive.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Rudelle Jean-Baptiste
C/O CRITEO LEGAL DEPT
387 PARK AVENUE SOUTH, 12TH FLOOR
NEW YORK, NY 10016
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X
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Executive Chairman
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Signatures
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/s/ Nicole Kelsey, as attorney-in-fact for Jean-Baptiste Rudelle
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5/26/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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