FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Damon Ryan

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/1/2019 

3. Issuer Name and Ticker or Trading Symbol

Criteo S.A. [CRTO]

(Last)        (First)        (Middle)

C/O CRITEO LEGAL DEPT., 387 PARK AVENUE SOUTH, 12TH FLOOR

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

_____ Director                            _____ 10% Owner
_____ Officer (give title below)          ___ X ___ Other (specify below)
/ EVP, Gen. Counsel & Secretary

(Street)

NEW YORK, NY 10022       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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) 25000   (2) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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
Stock Option (right to buy)     (3) 10/25/2028   Ordinary Shares   (1) 65500.0   $21.32   (4) 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. 50% of the grant vests on the two year anniversary of the grant date, and an additional 1/16th vests per each quarter thereafter, subject generally to continued service through each vesting date.
(3)  Stock option granted on October 25, 2018 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.
(4)  The exercise price of the stock option is 18.72 euros. The U.S. dollar equivalent of the exercise price is $21.32 using the European Central Bank rate as of October 24, 2018 (1.00 = $1.1389).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Damon Ryan
C/O CRITEO LEGAL DEPT.
387 PARK AVENUE SOUTH, 12TH FLOOR
NEW YORK, NY 10022



EVP, Gen. Counsel & Secretary

Signatures
/s/Ryan Damon 3/11/2019
** 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 control number.
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