CRTO Criteo SA

 

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

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

	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)
	May 13, 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 8 pages

 

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
		5,182,338
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		5,621,425

 

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,621,425
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	(see instructions)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.92%1
14	TYPE OF REPORTING PERSON* (see instructions)
	FI

 

1

Based on 56,687,497 Shares (as defined herein) outstanding as of April 30, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed on May 2, 2024.

 

 

CUSIP No. 226718104

13D

Page 3 of 8 pages

 

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:		85,132
	8	SHARED VOTING POWER
		5,182,338
	9	SOLE DISPOSITIVE POWER
		85,132
	10	SHARED DISPOSITIVE POWER
		5,621,425

 

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,706,557
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	(see instructions)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.07%2
14	TYPE OF REPORTING PERSON* (see instructions)
	IN, HC

 

2

Based on 56,687,497 Shares outstanding as of April 30, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed on May 2, 2024.

 

 

CUSIP No. 226718104

13D

Page 4 of 8 pages

 

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:		185,561
	8	SHARED VOTING POWER
		5,182,338
	9	SOLE DISPOSITIVE POWER
		185,561
	10	SHARED DISPOSITIVE POWER
		5,621,425

 

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,806,986
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	(see instructions)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.24%3
14	TYPE OF REPORTING PERSON* (see instructions)
	IN, HC

 

3

Based on 56,687,497 Shares outstanding as of April 30, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed on May 2, 2024.

 

 

CUSIP No. 226718104

13D

Page 5 of 8 pages

 

EXPLANATORY NOTE

 

Pursuant to Rule 13d-2 under the Act, this Amendment No. 3 to the Schedule 13D (“Amendment No. 3”) 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 and Amendment No. 2 filed with the Commission on April 24, 2024 (collectively, the “Schedule 13D”), relating to the American Depository 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 8 pages

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:   

 

Because the Reporting Persons have generated more proceeds from sales of ADS than they have spent on acquiring ADS and options to acquire ADS since the filing of Amendment No. 2 on April 24, 2024, the Reporting Persons have not had to source additional funds to acquire the ADS and options to acquire ADS purchased since the filing of Amendment No. 2 on April 24, 2024.

 

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. 3 for the aggregate number of ADS and percentage of ADS beneficially owned by the Reporting Persons. These amounts include (i) an aggregate 3,850,000 ADS that the Reporting Persons have the right to acquire within 60 days upon exercise of long standardized call options, and (ii) 310,000 ADS that the Reporting Persons have the right to recall at any time at a price of $29.7930, and 200,000 ADS that the Reporting Persons have the right to recall at any time at a price of $29.036, both pursuant to a repurchase agreement with RBC Bank that terminates on July 11, 2024. The aggregate percentage of ADS reported beneficially owned by the Reporting Persons is based upon 56,687,497 Shares outstanding as of April 30, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed by the Issuer with the Commission on May 2, 2024.

 

(b)

See rows (7) through (10) of pages 2, 3 and 4 of this Amendment No. 3 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. 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. 2 on April 24, 2024 are set forth on Schedule 4 attached hereto.

 

 

CUSIP No. 226718104

13D

Page 7 of 8 pages

 

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)
		May 15, 2024
		(Date)

 

	By:	/s/ Klaus Umek
		Klaus Umek
		(Name)
		May 15, 2024
		(Date)

 

	By:	/s/ Till Hufnagel
		Till Hufnagel
		(Name)
		May 15, 2024
		(Date)

 

 

CUSIP No. 226718104

13D

Page 8 of 8 pages

 

SCHEDULE 4

 

Transactions in the ADS of the Issuer by the Reporting Persons since the filing of Amendment No. 2

 

The following table sets forth all transactions in the ADS effected since the filing of Amendment No. 2 on April 24, 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		3,750		CRTO US Equity		35.635101		20240423
Petrus Advisers LTD		Buy		11,250		CRTO US Equity		35.681660		20240423
Petrus Advisers LTD		Sell		-11,700		CRTO US Equity		36.692906		20240424
Petrus Advisers LTD		Sell		-250		CRTO US Equity		36.600000		20240424
Petrus Advisers LTD		Buy		10,000		CRTO US Equity		36.386932		20240424
Petrus Advisers LTD		Buy		2,500		CRTO US Equity		36.572800		20240425
Petrus Advisers LTD		Buy		5,000		CRTO US Equity		36.627960		20240425
Petrus Advisers LTD		Buy		1,500		CRTO US Equity		36.710800		20240425
Petrus Advisers LTD		Buy		2,500		CRTO US Equity		36.321400		20240425
Petrus Advisers LTD		Sell		-14,300		CRTO US Equity		36.836748		20240426
Petrus Advisers LTD		Buy		14,250		CRTO US Equity		36.693665		20240426
Petrus Advisers LTD		Buy		14,000		CRTO US Equity		36.303426		20240429
Petrus Advisers LTD		Buy		2,500		CRTO US Equity		35.913604		20240430
Petrus Advisers LTD		Buy		7,641		CRTO US Equity		35.466097		20240430
Petrus Advisers LTD		Buy		1,500		CRTO US Equity		35.799467		20240430
Petrus Advisers LTD		Buy		12,359		CRTO US Equity		35.248459		20240430
Petrus Advisers LTD		Buy		1,000		CRTO US Equity		36.069480		20240501
Petrus Advisers LTD		Sell		-9,465		CRTO US Equity		38.017779		20240502
Petrus Advisers LTD		Buy		20,562		CRTO US Equity		37.785238		20240502
Petrus Advisers LTD		Buy		4,438		CRTO US Equity		37.468936		20240502
Petrus Advisers LTD		Buy		2,000		CRTO US Equity		37.767510		20240502
Petrus Advisers LTD		Sell		-38,000		CRTO US Equity		37.469132		20240503
Petrus Advisers LTD		Buy		500		CRTO US Equity		38.371600		20240503
Petrus Advisers LTD		Buy		34,000		CRTO US Equity		37.473754		20240506
Petrus Advisers LTD		Buy		12,251		CRTO US Equity		37.112020		20240506
Petrus Advisers LTD		Buy		3,500		CRTO US Equity		37.264794		20240506
Petrus Advisers LTD		Buy		5,249		CRTO US Equity		37.195456		20240506
Petrus Advisers LTD		Buy		11,380		CRTO US Equity		37.331257		20240508
Petrus Advisers LTD		Buy		5,735		CRTO US Equity		37.626179		20240509
Petrus Advisers LTD		Buy		19,265		CRTO US Equity		37.515230		20240509
Petrus Advisers LTD		Buy		65,000		CRTO US Equity		37.150000		20240510
Petrus Advisers LTD		Buy		23,500		CRTO US Equity		37.349797		20240510
Petrus Advisers LTD		Buy		4,272		CRTO US Equity		37.328087		20240510
Petrus Advisers LTD		Buy		11,976		CRTO US Equity		37.430874		20240510
Petrus Advisers LTD		Sell		-5,000		CRTO US 07/19/24 C25 Equity		12.500000		20240510
Petrus Advisers LTD		Buy		8,000		CRTO US 07/19/24 C37.5 Equity		2.406300		20240510
Petrus Advisers LTD		Sell		-1,145		CRTO US Equity		37.834786		20240513
Petrus Advisers LTD		Sell		-6,122		CRTO US Equity		37.817016		20240513
Petrus Advisers LTD		Sell		-4,414		CRTO US Equity		37.807941		20240513
Petrus Advisers LTD		Sell		-575,000		CRTO US Equity		37.500000		20240513
Petrus Advisers LTD		Buy		5,000		CRTO US 06/21/24 C37.5 Equity		2.200000		20240513
Petrus Advisers LTD		Sell		-5,000		CRTO US 06/21/24 C42.5 Equity		0.250000		20240513
Petrus Advisers LTD		Buy		5,000		CRTO US 07/19/24 C37.5 Equity		2.300000		20240513
Petrus Advisers LTD		Sell		-5,000		CRTO US 07/19/24 C45 Equity		0.250000		20240513
Petrus Advisers LTD		Buy		5,000		CRTO US 10/18/24 C37.5 Equity		4.000000		20240513
Petrus Advisers LTD		Sell		-5,000		CRTO US 10/18/24 C45 Equity		1.450000		20240513

 

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.

 

 

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