Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
September 10 2024 - 4:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
| |
Criteo S.A. |
|
| |
(Name of Issuer) |
|
| |
|
|
| |
American Depositary Shares, each representing one
Ordinary Share, nominal value €0.025 per share |
|
| |
(Title of Class of Securities) |
|
| |
|
|
| |
226718104 |
|
| |
(CUSIP Number) |
|
| |
|
|
| |
Connie Neumann
Office and compliance manager
Petrus Advisers Ltd
Eighth Floor, 6 New Street Square, New Fetter Lane
London EC4A 3AQ, United Kingdom
+44 20 7933 8831 |
|
| |
(Name, Address and Telephone Number of Person |
|
| |
Authorized to |
|
| |
Receive Notices and Communications) |
|
| |
|
|
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September 6, 2024 |
|
| |
(Date of Event which Requires Filing of this Statement) |
|
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☒
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies
are to be sent.
| * |
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 disclosures provided in a prior cover page. |
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
| CUSIP No. 226718104 |
13D |
Page 2 of 9 |
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| |
Petrus Advisers Ltd. |
| |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
|
| |
(see instructions) |
(a) |
☐ |
| |
|
(b) |
☐ |
| 3 |
SEC USE ONLY |
|
|
| |
|
|
|
| |
|
|
|
| 4 |
SOURCE OF FUNDS* (see instructions) |
|
|
| |
OO |
|
|
| |
|
|
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
|
|
| |
PURSUANT TO ITEMS 2(d) OR 2(e) |
|
☐ |
| |
|
|
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
| |
United Kingdom |
|
|
| |
7 |
SOLE VOTING POWER |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
|
0 |
| |
|
| 8 |
SHARED VOTING POWER |
| |
3,610,130 |
| |
|
| 9 |
SOLE DISPOSITIVE POWER |
| |
0 |
| |
|
| 10 |
SHARED DISPOSITIVE POWER |
| |
4,063,800 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| |
4,063,800 |
|
| |
|
|
|
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
| |
(see instructions) |
|
☐ |
| |
|
|
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
| |
7.26%1 |
|
|
| |
|
|
|
| 14 |
TYPE OF REPORTING PERSON* (see instructions) |
|
|
| |
FI |
|
|
| |
|
|
|
| 1 | Based on 55,985,114 Shares (as defined herein) outstanding as
of July 26, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed on August 1, 2024. |
| CUSIP No. 226718104 |
13D |
Page 3 of 9 |
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| |
Klaus Umek |
| |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
|
| |
(see instructions) |
(a) |
☐ |
| |
|
(b) |
☐ |
| 3 |
SEC USE ONLY |
|
|
| |
|
|
|
| |
|
|
|
| 4 |
SOURCE OF FUNDS* (see instructions) |
|
|
| |
OO, PF |
|
|
| |
|
|
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
|
|
| |
PURSUANT TO ITEMS 2(d) OR 2(e) |
|
☐ |
| |
|
|
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
| |
Austrian |
|
|
| |
7 |
SOLE VOTING POWER |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
|
22,500 |
| |
|
| 8 |
SHARED VOTING POWER |
| |
3,610,130 |
| |
|
| 9 |
SOLE DISPOSITIVE POWER |
| |
22,500 |
| |
|
| 10 |
SHARED DISPOSITIVE POWER |
| |
4,063,800 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| |
4,086,300 |
|
| |
|
|
|
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
| |
(see instructions) |
|
☐ |
| |
|
|
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
| |
7.30%2 |
|
|
| |
|
|
|
| 14 |
TYPE OF REPORTING PERSON* (see instructions) |
|
|
| |
IN, HC |
|
|
| |
|
|
|
| 2 | Based on 55,985,114 Shares outstanding as of July 26, 2024,
as disclosed in the Issuer’s quarterly report on Form 10-Q filed on August 1, 2024. |
| CUSIP No. 226718104 |
13D |
Page 4 of 9 |
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| |
Till Hufnagel |
| |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
|
| |
(see instructions) |
(a) |
☐ |
| |
|
(b) |
☐ |
| 3 |
SEC USE ONLY |
|
|
| |
|
|
|
| |
|
|
|
| 4 |
SOURCE OF FUNDS* (see instructions) |
|
|
| |
OO, PF |
|
|
| |
|
|
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
|
|
| |
PURSUANT TO ITEMS 2(d) OR 2(e) |
|
☐ |
| |
|
|
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
| |
German |
|
|
| |
7 |
SOLE VOTING POWER |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
|
212,561 |
| |
|
| 8 |
SHARED VOTING POWER |
| |
3,610,130 |
| |
|
| 9 |
SOLE DISPOSITIVE POWER |
| |
212,561 |
| |
|
| 10 |
SHARED DISPOSITIVE POWER |
| |
4,063,800 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| |
4,276,361 |
|
| |
|
|
|
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
| |
(see instructions) |
|
☐ |
| |
|
|
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
| |
7.64%3 |
|
|
| |
|
|
|
| 14 |
TYPE OF REPORTING PERSON* (see instructions) |
|
|
| |
IN, HC |
|
|
| |
|
|
|
| 3 | Based on 55,985,114 Shares outstanding as of July 26, 2024,
as disclosed in the Issuer’s quarterly report on Form 10-Q filed on August 1, 2024. |
| CUSIP No. 226718104 |
13D |
Page 5 of 9 |
EXPLANATORY NOTE
Pursuant to Rule 13d-2 under the Act, this Amendment No. 7 to the Schedule
13D (“Amendment No. 7”) amends certain items of the Schedule 13D filed by the Reporting Persons with the Securities and Exchange
Commission (the “Commission”) on February 27, 2024, as amended by Amendment No. 1 filed with the Commission on April 18, 2024,
Amendment No. 2 filed with the Commission on April 24, 2024, Amendment No. 3 filed with the Commission on May 15, 2024, Amendment No.
4 filed with the Commission on May 29, 2024, Amendment No. 5 filed with the Commission on July 11, 2024, and Amendment No. 6 filed with
the Commission on August 20, 2024 (collectively, the “Schedule 13D”), relating to the American Depositary Shares (the “ADS”),
each representing one ordinary share, nominal value €0.025 per share (the “Shares”) of Criteo S.A., a French société
anonyme whose headquarters are located at 32 rue Blanche, 75009 Paris, France (the “Issuer”). All capitalized terms contained
herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
| CUSIP No. 226718104 |
13D |
Page 6 of 9 |
Item 3. Source and Amount of Funds or Other Consideration.
Item
3 of the Schedule 13D is hereby amended and supplemented as follows:
A total of approximately
$34 million, excluding commissions, was used to acquire our new stake of ADS compared to the previous filing of Amendment No. 6 on August
20, 2024, which amount includes proceeds related to repurchase agreements with RBC Bank. The sources of funds used to purchase the ADS
reported herein include the working capital of the investment vehicles and managed accounts that own the ADS directly,
for which Petrus serves as investment manager or portfolio adviser, the personal funds of the private individuals who have signed powers
of attorney in favor of Petrus, Mr. Hufnagel and Mr. Umek, and proceeds related to the Reporting Persons’ repurchase agreements
with RBC Bank.
Item 5. Interest in Securities of the Issuer
Item 5(a)-(c) of the
Schedule 13D is hereby amended and supplemented as follows:
| (a) | See rows (11) and (13) of pages 2, 3 and 4 of this Amendment
No. 7 for the aggregate number of ADS and percentage of ADS beneficially owned by the Reporting Persons as of September 6, 2024. These
amounts include (i) an aggregate 2,800,000 ADS that the Reporting Persons have the right to acquire within 60 days upon exercise of long
standardized call options, (ii) 510,000 ADS that the Reporting Persons have the right to recall at any time at a price of $46.75, pursuant
to a repurchase agreement with RBC Bank that is scheduled to terminate on October 11, 2024, and (iii) 25,000 ADS that the Reporting Persons
have the right to recall at any time at a price of $0.00, pursuant to a repurchase agreement with RBC Bank that currently has no expiration
date. The aggregate percentage of ADS reported beneficially owned by the Reporting Persons is based upon 55,985,114 Shares outstanding
as of July 26, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed by the Issuer with the Commission on August
1, 2024. |
| (b) | See rows (7) through (10) of pages 2, 3 and 4 of this Amendment
No. 7 for the ADS as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power
to dispose or direct the disposition as of September 6, 2024. Each of Petrus, Mr. Hufnagel and Mr. Umek may be deemed to share voting
power and share dispositive power over the ADS and options to acquire ADS held directly by the investment vehicles and managed accounts
for which Petrus serves as investment manager or portfolio adviser and the private individuals who have signed powers of attorney in
favor of Petrus. |
| (c) | The transactions in the ADS effected by the Reporting
Persons since the filing of Amendment No. 6 on August 20, 2024 and through September 6, 2024
are set forth on Schedule 8 attached hereto. |
| CUSIP No. 226718104 |
13D |
Page 7 of 9 |
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| |
|
Petrus Advisers Ltd. |
| |
|
|
|
By: |
/s/ Suraj Shah |
| |
|
Suraj Shah |
| |
|
(Name) |
| |
|
|
| |
|
Director |
| |
|
(Title) |
| |
|
|
| |
|
September 10, 2024 |
| |
|
(Date) |
|
By: |
/s/ Klaus Umek |
| |
|
Klaus Umek |
| |
|
(Name) |
| |
|
|
| |
|
September 10, 2024 |
| |
|
(Date) |
|
By: |
/s/ Till Hufnagel |
| |
|
Till Hufnagel |
| |
|
(Name) |
| |
|
|
| |
|
September 10, 2024 |
| |
|
(Date) |
| CUSIP No. 226718104 |
13D |
Page 8 of 9 |
SCHEDULE 8
Transactions in the ADS of the Issuer by the
Reporting Persons since the filing of Amendment No. 6
The following table sets forth
all transactions in the ADS effected since the filing of Amendment No. 6 on August 20, 2024 by the Reporting Persons. Except as noted
below, all such transactions were effected in the open market through brokers and the price per share excludes commissions.
| Reporting Person |
|
Type |
|
Quantity4 |
|
Name of Security |
|
Price5 |
|
Trade Date6 |
| Petrus Advisers LTD |
|
Buy Cover |
|
18,750 |
|
CRTO US Equity |
|
48.975333 |
|
20240819 |
| Petrus Advisers LTD |
|
Buy Cover |
|
24,658 |
|
CRTO US Equity |
|
48.824237 |
|
20240819 |
| Petrus Advisers LTD |
|
Sell |
|
-500 |
|
CRTO US Equity |
|
49.044600 |
|
20240819 |
| Petrus Advisers LTD |
|
Buy Cover |
|
17,000 |
|
CRTO US Equity |
|
48.900434 |
|
20240820 |
| Petrus Advisers LTD |
|
Buy Cover |
|
18,532 |
|
CRTO US Equity |
|
48.782580 |
|
20240820 |
| Petrus Advisers LTD |
|
Buy Cover |
|
5,000 |
|
CRTO US Equity |
|
49.032064 |
|
20240821 |
| Petrus Advisers LTD |
|
Sell |
|
-450 |
|
CRTO US Equity |
|
49.460000 |
|
20240821 |
| Petrus Advisers LTD |
|
Buy Cover |
|
5,000 |
|
CRTO US Equity |
|
49.065000 |
|
20240822 |
| Petrus Advisers LTD |
|
Sell Short |
|
-1,321 |
|
CRTO US Equity |
|
49.501499 |
|
20240822 |
| Petrus Advisers LTD |
|
Buy Cover |
|
11,250 |
|
CRTO US Equity |
|
49.254009 |
|
20240822 |
| Petrus Advisers LTD |
|
Buy Cover |
|
3,500 |
|
CRTO US Equity |
|
49.168703 |
|
20240822 |
| Petrus Advisers LTD |
|
Buy Cover |
|
5,000 |
|
CRTO US Equity |
|
49.077616 |
|
20240823 |
| Petrus Advisers LTD |
|
Buy Cover |
|
14,834 |
|
CRTO US Equity |
|
49.282888 |
|
20240823 |
| Petrus Advisers LTD |
|
Buy Cover |
|
10,166 |
|
CRTO US Equity |
|
49.436988 |
|
20240823 |
| Petrus Advisers LTD |
|
Sell |
|
-500 |
|
CRTO US Equity |
|
49.330000 |
|
20240823 |
| Petrus Advisers LTD |
|
Buy Cover |
|
15,500 |
|
CRTO US Equity |
|
49.237737 |
|
20240826 |
| Petrus Advisers LTD |
|
Sell Short |
|
-30,589 |
|
CRTO US Equity |
|
49.780000 |
|
20240826 |
| Petrus Advisers LTD |
|
Sell Short |
|
-5,604 |
|
CRTO US Equity |
|
49.780000 |
|
20240826 |
| Petrus Advisers LTD |
|
Sell Short |
|
-3,487 |
|
CRTO US Equity |
|
49.805139 |
|
20240826 |
| Till Hufnagel |
|
Sell |
|
-15,000 |
|
CRTO US Equity |
|
49.000000 |
|
20240826 |
| Petrus Advisers LTD |
|
Sell |
|
-1,100 |
|
CRTO US Equity |
|
49.651700 |
|
20240826 |
| Petrus Advisers LTD |
|
Buy Cover |
|
78,511 |
|
CRTO US Equity |
|
47.754741 |
|
20240827 |
| Petrus Advisers LTD |
|
Buy |
|
289 |
|
CRTO US Equity |
|
47.754741 |
|
20240827 |
| Petrus Advisers LTD |
|
Buy |
|
75,855 |
|
CRTO US Equity |
|
48.175761 |
|
20240827 |
| Petrus Advisers LTD |
|
Sell |
|
-1,049 |
|
CRTO US Equity |
|
48.998337 |
|
20240827 |
| 4 |
Quantity of options reflects number of contracts, with each contract representing 100 ADS. |
| 5 |
Price per share in US dollars. |
| 6 |
Trade dates are following the format YYYYMMDD.
|
| CUSIP No. 226718104 |
13D |
Page 9 of 9 |
| Petrus Advisers LTD |
|
Buy |
|
5,000 |
|
CRTO US Equity |
|
48.708596 |
|
20240827 |
| Petrus Advisers LTD |
|
Buy |
|
11,000 |
|
CRTO US Equity |
|
48.827227 |
|
20240827 |
| Petrus Advisers LTD |
|
Buy |
|
5,500 |
|
CRTO US Equity |
|
48.820553 |
|
20240827 |
| Petrus Advisers LTD |
|
Buy |
|
163,800 |
|
CRTO US Equity |
|
47.877828 |
|
20240827 |
| Petrus Advisers LTD |
|
Buy |
|
11,645 |
|
CRTO US Equity |
|
46.810538 |
|
20240827 |
| Petrus Advisers LTD |
|
Buy |
|
15,500 |
|
CRTO US Equity |
|
47.477374 |
|
20240828 |
| Petrus Advisers LTD |
|
Buy |
|
27,646 |
|
CRTO US Equity |
|
46.977031 |
|
20240828 |
| Petrus Advisers LTD |
|
Buy |
|
27,500 |
|
CRTO US Equity |
|
47.226964 |
|
20240828 |
| Till Hufnagel |
|
Buy |
|
12,000 |
|
CRTO US Equity |
|
47.340000 |
|
20240828 |
| Petrus Advisers LTD |
|
Buy |
|
17,500 |
|
CRTO US Equity |
|
46.927753 |
|
20240829 |
| Petrus Advisers LTD |
|
Buy |
|
13,900 |
|
CRTO US Equity |
|
46.954393 |
|
20240830 |
| Petrus Advisers LTD |
|
Buy |
|
41,750 |
|
CRTO US Equity |
|
46.951396 |
|
20240830 |
| Petrus Advisers LTD |
|
Buy |
|
9,000 |
|
CRTO US Equity |
|
47.077292 |
|
20240830 |
| Petrus Advisers LTD |
|
Buy |
|
5,000 |
|
CRTO US Equity |
|
45.098402 |
|
20240903 |
| Petrus Advisers LTD |
|
Buy |
|
19,300 |
|
CRTO US Equity |
|
45.544912 |
|
20240903 |
| Petrus Advisers LTD |
|
Buy |
|
10,000 |
|
CRTO US Equity |
|
45.264222 |
|
20240904 |
| Petrus Advisers LTD |
|
Sell |
|
-2,450 |
|
CRTO US Equity |
|
45.404824 |
|
20240904 |
| Petrus Advisers LTD |
|
Buy |
|
43,400 |
|
CRTO US Equity |
|
45.289775 |
|
20240904 |
| Petrus Advisers LTD |
|
Sell |
|
-1,303 |
|
CRTO US Equity |
|
45.436163 |
|
20240905 |
| Petrus Advisers LTD |
|
Buy |
|
600 |
|
CRTO US Equity |
|
44.910000 |
|
20240905 |
| Petrus Advisers LTD |
|
Buy |
|
21,704 |
|
CRTO US Equity |
|
44.539320 |
|
20240906 |
| Petrus Advisers LTD |
|
Buy |
|
39,000 |
|
CRTO US Equity |
|
44.608609 |
|
20240906 |
| Petrus Advisers LTD |
|
Buy |
|
3,296 |
|
CRTO US Equity |
|
44.530243 |
|
20240906 |
| Petrus Advisers LTD |
|
Buy |
|
30,000 |
|
CRTO US Equity |
|
44.317148 |
|
20240906 |
| Petrus Advisers LTD |
|
Buy |
|
370 |
|
CRTO US Equity |
|
44.090000 |
|
20240906 |
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