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SC 13G/A Filing
Criteo (CRTO) SC 13G/ACriteo S.A.
Filed: 2 Sep 14, 12:00am
UNITED STATES | |||
SECURITIES AND EXCHANGE COMMISSION | |||
Washington, D.C. 20549 | |||
Criteo S.A. |
Ordinary Shares, €0.025 nominal value per share |
226718104 |
August 29, 2014 |
(Date of Event which Requires Filing of this Statement) |
CUSIP No. 226718104 | 13G | Page 2 of 17 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Index Ventures IV (Jersey) LP | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [X] |
(b) [ ] | ||
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Jersey |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 5,968,066 (A) | |
6 | SHARED VOTING POWER 0 | ||
7 | SOLE DISPOSITIVE POWER 5,968,066 (A) | ||
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,968,066 | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] | |||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.1% | ||||
12 | TYPE OF REPORTING PERSON PN | ||||
CUSIP No. 226718104 | 13G | Page 3 of 17 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Index Ventures IV Parallel Entrepreneur Fund (Jersey) LP | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [X] |
(b) [ ] | ||
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Jersey |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 564,109 (A) | |
6 | SHARED VOTING POWER 0 | ||
7 | SOLE DISPOSITIVE POWER 564,109 (A) | ||
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 564,109 (A) | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] | |||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) .95% | ||||
12 | TYPE OF REPORTING PERSON PN | ||||
CUSIP No. 226718104 | 13G | Page 4 of 17 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Fourvest Sàrl | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [X] |
(b) [ ] | ||
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 1,726,110 (A) | |
6 | SHARED VOTING POWER 0 | ||
7 | SOLE DISPOSITIVE POWER 1,726,110 (A) | ||
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,726,110 (A) | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] | |||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.92% | ||||
12 | TYPE OF REPORTING PERSON CO | ||||
CUSIP No. 226718104 | 13G | Page 5 of 17 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Index Ventures Growth I Parallel Entrepreneur Fund (Jersey) L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [X] |
(b) [ ] | ||
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Jersey |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 45,461 (B) | |
6 | SHARED VOTING POWER 0 | ||
7 | SOLE DISPOSITIVE POWER 45,461 (B) | ||
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,461 (B) | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] | |||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) .08% | ||||
12 | TYPE OF REPORTING PERSON PN | ||||
CUSIP No. 226718104 | 13G | Page 6 of 17 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Index Ventures Growth I (Jersey) L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [X] |
(b) [ ] | ||
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Jersey |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 1,303,071 (B) | |
6 | SHARED VOTING POWER 0 | ||
7 | SOLE DISPOSITIVE POWER 1,303,071 (B) | ||
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,303,071 (B) | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] | |||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.2% | ||||
12 | TYPE OF REPORTING PERSON PN | ||||
CUSIP No. 226718104 | 13G | Page 7 of 17 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Yucca (Jersey) SLP (Series 2007, 2009, 2010) | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [X] |
(b) [ ] | ||
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Jersey |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 119,554 (A) | |
6 | SHARED VOTING POWER 0 | ||
7 | SOLE DISPOSITIVE POWER 119,554 (A) | ||
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 119,554 | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] | |||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) .20% | ||||
12 | TYPE OF REPORTING PERSON PN | ||||
CUSIP No. 226718104 | 13G | Page 8 of 17 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Yucca (Jersey) SLP (Series 2011, 2012) | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [X] |
(b) [ ] | ||
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Jersey |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 6,777 (A) | |
6 | SHARED VOTING POWER 0 | ||
7 | SOLE DISPOSITIVE POWER 6,777 (A) | ||
8 | SHARED DISPOSITIVE POWER 0 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,777 | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] | |||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) .01% | ||||
12 | TYPE OF REPORTING PERSON PN | ||||
CUSIP No. 226718104 | 13G | Page 9 of 17 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Index Venture Associates IV Limited | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [X] |
(b) [ ] | ||
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Jersey |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 8,377,839 (A)(B) | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 9,733,148 (A)(B) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,733,148 (A)(B) | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] | |||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 16.44% | ||||
12 | TYPE OF REPORTING PERSON CO | ||||
CUSIP No. 226718104 | 13G | Page 10 of 17 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Index Venture Growth Associates I Limited | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [X] |
(b) [ ] | ||
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Jersey |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
6 | SHARED VOTING POWER 1,355,309 (A)(B) | ||
7 | SOLE DISPOSITIVE POWER 0 | ||
8 | SHARED DISPOSITIVE POWER 1,355,309 (A)(B) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,355,309 (A)(B) | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] | |||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.29% | ||||
12 | TYPE OF REPORTING PERSON CO | ||||
CUSIP No. 226718104 | 13G | Page 11 of 17 Pages |
Item 1. | (a) | Name of Issuer: |
Criteo S.A. | ||
(b) | Address of Issuer’s Principal Executive Offices: | |
32 Rue Blance 75009 Paris, France | ||
Item 2. | (a) | Name of Persons Filing: |
(i) Index Ventures IV (Jersey) LP | ||
(ii) Index Ventures IV Parallel Entrepreneur Fund (Jersey) LP | ||
(iii) Fourvest Sàrl | ||
(iv) Yucca (Jersey) SLP (Series 2007, 2009, 2010) | ||
(v) Yucca (Jersey) SLP (Series 2011, 2012) | ||
(vi) Index Ventures Growth I (Jersey) L.P. | ||
(vii) Index Ventures Growth I Parallel Entrepreneur Fund (Jersey) L.P. | ||
(viii) Index Venture Associates IV Limited | ||
(ix) Index Venture Growth Associates I Limited | ||
(b) | Address of Principal Business Office: | |
(i) Ogier House, The Esplanade, St Helier, JE4 9WG | ||
(ii) Ogier House, The Esplanade, St Helier, JE4 9WG | ||
(iii) 1, Boulevard de la Foire, L - 1528 Luxembourg | ||
(iv) Ogier House, The Esplanade, St Helier, JE4 9WG | ||
(v) Ogier House, The Esplanade, St Helier, JE4 9WG | ||
(vi) No. 1 Seaton Place, St Helier, JE4 8YJ | ||
(vii) No. 1 Seaton Place, St Helier, JE4 8YJ | ||
(viii) Ogier House, The Esplanade, St Helier, JE4 9WG | ||
(ix) No. 1 Seaton Place, St Helier, JE4 8YJ | ||
(c) | Citizenship: | |
(i) Jersey | ||
(ii) Jersey | ||
(iii) Luxembourg | ||
(iv) Jersey | ||
(v) Jersey | ||
(vi) Jersey | ||
(vii) Jersey | ||
(viii) Jersey | ||
(ix) Jersey | ||
(d) | Title of Class of Securities: | |
Ordinary shares, €0.025 nominal value per share | ||
(e) | CUSIP Number: | |
226718104 |
CUSIP No. 226718104 | 13G | Page 12 of 17 Pages |
Item 3. | If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
[ ] | Broker or dealer registered under Section 15 of the Act; | ||
[ ] | Bank as defined in Section 3(a)(6) of the Act; | ||
[ ] | Insurance company as defined in Section 3(a)(19) of the Act; | ||
[ ] | Investment company registered under Section 8 of the Investment Company Act of 1940; | ||
[ ] | An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); | ||
[ ] | An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); | ||
[ ] | A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); | ||
[ ] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act; | ||
[ ] | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; | ||
[ ] | A non-U.S. institution in accordance with Section 240.240.13d–1(b)(1)(ii)(J); | ||
[ ] | Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). | ||
If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _____ |
CUSIP No. 226718104 | 13G | Page 13 of 17 Pages |
Item 4. | Ownership. | |
CUSIP No. 226718104 | 13G | Page 14 of 17 Pages |
Item 5. | Ownership of Five Percent or Less of a Class: |
Not applicable. | |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
Not applicable. | |
Item 7. | Identification and Classification of Subsidiaries Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: |
Not applicable. | |
Item 8. | Identification and Classification of Members of the Group. |
See Exhibit 2. | |
Item 9. | Notice of Dissolution of Group. |
Not applicable. | |
Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | |
CUSIP No. 226718104 | 13G | Page 15 of 17 Pages |
Date: September 2, 2014 | ||
INDEX VENTURES IV (JERSEY) LP By: /s/ Charles Le Comu Name: Charles Le Comu Title: Alternate Director of Index Venture Associates IV Limited, as Managing General Partner of Index Ventures IV (Jersey) LP | ||
INDEX VENTURES IV PARALLEL ENTREPRENEUR FUND (JERSEY) LP By: /s/ Charles Le Comu Name: Charles Le Comu Title: Alternate Director of Index Venture Associates IV Limited, as Managing General Partner of Index Ventures IV Parallel Entrepreneur Fund (Jersey) LP | ||
FOURVEST SARL By: /s/ Emilie Bordaneil Name: Emilie Bordaneil Title: Manager By: /s/ Alberto Morandini Name: Alberto Morandini Title: Manager | ||
YUCCA (JERSEY) SLP (Series 2007, 2009, 2010) By: Ogier Employee Benefit Services Limited as authorized signatory of Yucca (Jersey) SLP in its capacity as Administrator of the Index Co-Invest Scheme By: /s/ Giles Johnstone-Scott Name: Giles Johnstone-Scott Title: Authorized Signatory By: /s/ Charles Le Comu Name: Charles Le Comu Title: Authorized Signatory | ||
INDEX VENTURE ASSOCIATES IV LIMITED By: /s/ Charles Le Comu Name: Charles Le Comu Title: Alternate Director | ||
YUCCA (JERSEY) SLP (Series 2011, 2012) By: /s/ Giles Johnstone-Scott Name: Giles Johnstone-Scott Title: Authorized Signatory By: /s/ Charles Le Comu Name: Charles Le Comu Title: Authorized Signatory | ||
INDEX VENTURES GROWTH I (JERSEY) L.P. By: /s/ Nigel Greenwood Name: Nigel Greenwood Title: Director of Index Venture Growth ssociates I Limited, as Managing General Partner of Index Ventures Growth I (Jersey) LP | ||
INDEX VENTURES GROWTH I PARALLEL ENTREPRENEUR FUND (JERSEY) L.P. By: /s/ Nigel Greenwood Name: Nigel Greenwood Title: Director of Index Venture Growth Associates I Limited, as Managing General Partner of Index Ventures Growth I Parallel Entrepreneur Fund (Jersey) LP | ||
INDEX VENTURE GROWTH ASSOCIATES I LIMITED By: /s/ Nigel Greenwood Name: Nigel Greenwood Title: Director of Index Venture Growth Associates I Limited |
CUSIP No. 226718104 | 13G | Page 16 of 17 Pages |
Date: September 2, 2014 | ||
INDEX VENTURES IV (JERSEY) LP By: /s/ Charles Le Comu Name: Charles Le Comu Title: Alternate Director of Index Venture Associates IV Limited, as Managing General Partner of Index Ventures IV (Jersey) LP | ||
INDEX VENTURES IV PARALLEL ENTREPRENEUR FUND (JERSEY) LP By: /s/ Charles Le Comu Name: Charles Le Comu Title: Alternate Director of Index Venture Associates IV Limited, as Managing General Partner of Index Ventures IV Parallel Entrepreneur Fund (Jersey) LP | ||
FOURVEST SARL By: /s/ Emilie Bordaneil Name: Emilie Bordaneil Title: Manager By: /s/ Alberto Morandini Name: Alberto Morandini Title: Manager | ||
YUCCA (JERSEY) SLP (Series 2007, 2009, 2010) By: Ogier Employee Benefit Services Limited as authorized signatory of Yucca (Jersey) SLP in its capacity as Administrator of the Index Co-Invest Scheme By: /s/ Giles Johnstone-Scott Name: Giles Johnstone-Scott Title: Authorized Signatory By: /s/ Charles Le Comu Name: Charles Le Comu Title: Authorized Signatory | ||
INDEX VENTURE ASSOCIATES IV LIMITED By: /s/ Charles Le Comu Name: Charles Le Comu Title: Alternate Director | ||
YUCCA (JERSEY) SLP (Series 2011, 2012) By: /s/ Giles Johnstone-Scott Name: Giles Johnstone-Scott Title: Authorized Signatory By: /s/ Charles Le Comu Name: Charles Le Comu Title: Authorized Signatory | ||
INDEX VENTURES GROWTH I (JERSEY) L.P. By: /s/ Nigel Greenwood Name: Nigel Greenwood Title: Director of Index Venture Growth ssociates I Limited, as Managing General Partner of Index Ventures Growth I (Jersey) LP | ||
INDEX VENTURES GROWTH I PARALLEL ENTREPRENEUR FUND (JERSEY) L.P. By: /s/ Nigel Greenwood Name: Nigel Greenwood Title: Director of Index Venture Growth Associates I Limited, as Managing General Partner of Index Ventures Growth I Parallel Entrepreneur Fund (Jersey) LP | ||
INDEX VENTURE GROWTH ASSOCIATES I LIMITED By: /s/ Nigel Greenwood Name: Nigel Greenwood Title: Director of Index Venture Growth Associates I Limited |
CUSIP No. 226718104 | 13G | Page 17 of 17 Pages |