Explanatory Note
This Amendment No. 2 (Amendment No. 2) amends and supplements the Schedule 13D of Cellectis S.A.
(the Reporting Person) initially filed with the Securities and Exchange Commission (the SEC) on May 29, 2018, as amended by Amendment No. 1 thereto filed on June 15, 2018 (as so amended, the
Schedule 13D). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D.
This Amendment No. 2 is being filed by the Reporting Person to report: (i) an update of the beneficial ownership percentage of the
Reporting Person resulting solely from an increase in the number of outstanding shares of the Companys Common Stock and (ii) changes in disclosure responsive to Item 1 of the Schedule 13D, as set forth below, and (iii) certain
changes to the executive officers and directors of the Reporting Persons, as set forth in Schedule A hereto.
Except as specifically
provided herein, this Amendment No. 2 does not modify or amend any of the information previously reported in the Schedule 13D.
Item 1.
Security and Issuer
Item 1 is hereby updated as follows:
The principal executive offices of the Company are located at 2800 Mount Ridge Road, Roseville, MN 55113-1127, United States.
Item 2. Identity and Background
Item 2 (a)
(f) is hereby amended and supplemented with respect to each executive officer and director of the Reporting Person as follows:
The name,
business address, present principal occupation or employment (and address of any corporation or other organization in which such employment is conducted) and citizenship of each director and executive officer of the Reporting Person is set forth on
Schedule A to this Amendment No. 2.
During the last five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of
the persons listed on Schedule A to this Amendment No. 2, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 5. Interest in Securities of the Issuer
Item 5(a) (c) is hereby amended and supplemented as follows:
(a) (c) The Reporting Person beneficially owns 22,713,175 shares of Common Stock, representing 69.1% of the outstanding Common Stock of the Company.
The percentage of beneficial ownership of the Reporting Person is based upon 32,866,100 shares of Common Stock of the Company outstanding as of
August 6, 2019. The Reporting Person possesses sole power to vote and sole power to dispose of all the shares of Common Stock beneficially owned by the Reporting Person.