FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 * Picard Rachel 2. Issuer Name and Ticker or Trading Symbol Criteo S.A. [ CRTO ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
C/O CRITEO LEGAL DEPT., 387 PARK AVENUE SOUTH, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)
3/9/2021
(Street)
NEW YORK, NY 10016
(City)       (State)       (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares (1) 3/9/2021    A(2)    1409  A $32.35  30256 (3) D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
(2)  The reporting person purchased these securities in accordance with a compensation plan between the Issuer and members of its Board of Directors. As part of its independent director compensation program, the Issuer annually pays additional remuneration to its non-employee directors to facilitate their investment in Company securities. This additional remuneration must be used by the recipient, within a certain period of time, to purchase Issuer securities on the open market. These securities are subject to a time-based shareholding commitment agreed to by the reporting person.
(3)  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 Securities and Exchange Commission.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Picard Rachel
C/O CRITEO LEGAL DEPT.
387 PARK AVENUE SOUTH, 12TH FLOOR
NEW YORK, NY 10016
X



Signatures
/s/ Ryan Damon, as attorney-in-fact for Rachel Picard 3/11/2021
**Signature of Reporting Person Date