Pesquidoux Hubert de Form 3 Criteo / Pesquidoux Hubert de ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

de Pesquidoux Hubert

(Last) (First) (Middle)

C/O CRITEO LEGAL DEPT.

387 PARK AVENUE SOUTH, 11TH FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2016

3. Issuer Name and Ticker or Trading Symbol
Criteo S.A. [ CRTO ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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
Non-employee Warrant (right to buy)	10/25/2014	10/25/2022	Ordinary Shares(1)	20,400	8.28(2)	D
Non-employee Warrant (right to buy)	10/25/2014	03/06/2023	Ordinary Shares(1)	10,200	9.65(3)	D
Non-employee Warrant (right to buy)	(4)	03/19/2025	Ordinary Shares(1)	7,730	41.02(5)	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 exercise price of the warrant is in Euros. The U.S. dollar equivalent of the exercise price is $9.07 using the Federal Reserve Bank of New York noon buying rate for December 24, 2015 (1.00 = $1.0955).

3. The exercise price of the warrant is in Euros. The U.S. dollar equivalent of the exercise price is $10.57 using the Federal Reserve Bank of New York noon buying rate for December 24, 2015 (1.00 = $1.0955).

4. Non-employee warrant granted on March 19, 2015. One-fourth of the grant will vest on the first anniversary of the grant date and an additional 1/16th of the grant vests quarterly thereafter.

5. The exercise price of the warrant is in Euros. The U.S. dollar equivalent of the exercise price is $44.94 using the Federal Reserve Bank of New York noon buying rate for December 24, 2015 (1.00 = $1.0955).

Remarks:

The Reporting Person is filing this form in connection with the Issuer's transition from a foreign private issuer to a domestic issuer, effective January 1, 2016.

	/s/ Nicole Kelsey, as attorney-in-fact for Hubert de Pesquidoux	01/04/2016
	** 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 Number.