Elaia Partners SAS SC 13G/A Criteo S.A.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

SCHEDULE 13G

(Amendment No. 2)*

Criteo S.A.

(Name of Issuer)

Ordinary Shares, €0.025 nominal value per share

(Title of Class of Securities)

226718104

(CUSIP Number)

February 2, 2015

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[X] Rule 13d-1(d)

_______________

*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 the disclosures provided in a prior cover page.

The information required in 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 13G Page 2 of 13 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FCPR Elaia Ventures
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) [X]
		(b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION France

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 664,587 (A)
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 664,587 (A)
	8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 664,587
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.1%
12	TYPE OF REPORTING PERSON PN (B)

CUSIP No. 226718104 13G Page 3 of 13 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FCPI 123 Multinova IV Compartiment Dynamique
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) [X]
		(b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION France

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 273,165 (A)
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 273,165 (A)
	8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 273,165
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.5%
12	TYPE OF REPORTING PERSON PN (C)

CUSIP No. 226718104 13G Page 4 of 13 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FCPI 123 Multinova IV Compartiment Equilibre
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) [X]
		(b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION France

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 135,659 (A)
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 135,659 (A)
	8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 135,659
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2%
12	TYPE OF REPORTING PERSON PN (C)

CUSIP No. 226718104 13G Page 5 of 13 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elaia Partners S.A.S.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) [X]
		(b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION France

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,073,411 (A)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,073,411 (A)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,073,411
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.8%
12	TYPE OF REPORTING PERSON PN (C)

CUSIP No. 226718104 13G Page 6 of 13 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 123 Venture S.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) [X]
		(b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION France

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 408,824 (A)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 408,824 (A)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 408,824
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7%
12	TYPE OF REPORTING PERSON PN (C)

CUSIP No. 226718104 13G Page 7 of 13 Pages

Item 1.	(a)	Name of Issuer:
		Criteo S.A.
	(b)	Address of Issuer’s Principal Executive Offices:
		32 Rue Blanche 75009 Paris, France

Item 2.	(a)	Name of Persons Filing:
		(i) FCPR Elaia Ventures
		(ii) FCPI 123 Multinova IV Compartiment Dynamique
		(iii) FCPI 123 Multinova IV Compartiment Equilibre
		(iv) Elaia Partners S.A.S.
		(v) 123 Venture S.A.
	(b)	Address of Principal Business Office:
		(i) 54, rue de Ponthieu - 75008 Paris - FRANCE
		(ii) 94, rue de la Victoire - 75009 Paris - FRANCE
		(iii) 94, rue de la Victoire - 75009 Paris - FRANCE
		(iv) 54, rue de Ponthieu - 75008 Paris - FRANCE
		(v) 94, rue de la Victoire - 75009 Paris - FRANCE
	(c)	Citizenship:
		(i) France
		(ii) France
		(iii) France
		(iv) France
		(v) France
	(d)	Title of Class of Securities:
		Ordinary shares, €0.025 nominal value per share
	(e)	CUSIP Number:
		226718104

CUSIP No. 226718104 13G Page 8 of 13 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:
	(a)	[ ]	Broker or dealer registered under Section 15 of the Act;
	(b)	[ ]	Bank as defined in Section 3(a)(6) of the Act;
	(c)	[ ]	Insurance company as defined in Section 3(a)(19) of the Act;
	(d)	[ ]	Investment company registered under Section 8 of the Investment Company Act of 1940;
	(e)	[ ]	An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
	(f)	[ ]	An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);
	(g)	[ ]	A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);
	(h)	[ ]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)	[ ]	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;
	(j)	[ ]	A non-U.S. institution in accordance with Section 240.240.13d–1(b)(1)(ii)(J);
	(k)	[ ]	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 9 of 13 Pages

Item 4. Ownership.

The information requested hereinafter is set forth in items 5 through 9 and 11 of the cover pages to this Schedule 13G. Ownership is stated as of March 31, 2015 and the ownership percentages are based on 59,205,000 ordinary shares outstanding as of January 16, 2015, which was the last public announcement of Criteo of its total outstanding shares.

(A) FCPR Elaia Ventures (“Elaia Ventures”) is the record owner of 644,587 ordinary shares. FCPI 123 Multinova IV Compartiment Dynamique is the record owner of 273,165 ordinary shares and FCPI 123 Multinova IV Compartiment Equilibre (collectively, the “123 Funds” and together with Elaia Ventures, the “Funds”) is the record owner of 135,659 ordinary shares.

As the general partner of Elaia Ventures, Elaia Partners may be deemed to have shared dispositive power and shared voting power over all of the shares owned by Elaia Ventures.

As the general partner of each of the 123 Funds, 123 Venture S.A. may be deemed to have shared dispositive power and shared voting power over all of the shares owned by the 123 Funds.

Philippe Gire and Xavier Lazarus are the partners of Elaia Partners and as such, may be deemed to have shared voting, investment and dispositive power with respect to the shares held by the Funds, for U.S. securities laws purposes. However, neither Mr. Gire nor Mr. Lazarus have individual voting control over Elaia Partners. Investment discretion and voting power reside in the investment committee of Elaia Partners and neither Mr. Gire nor Mr. Lazarus are able to exercise control over decisions made by the investment committee and, as a result, such persons are not able to control voting, investment or disposition decisions concerning the ordinary shares of Criteo held by the Funds. Each of Mr. Gire and Mr. Lazarus disclaim beneficial ownership with respect to such shares except to the extent of their pecuniary interest therein.

(B) The reporting person is a fund specialized in venture capital (Fonds Commun de Placements à Risques) without legal personality under French law, which closely resembles a partnership.

(C) The reporting person is a fund specialized in venture capital (Fonds Commun de Placements dans l’Innovation) without legal personality under French law, which closely resembles a partnership.

CUSIP No. 226718104 13G Page 10 of 13 Pages

Item 5. Ownership of Five Percent or Less of a Class:

(i) FCPR Elaia Ventures

(ii) FCPI 123 Multinova IV Compartiment Dynamique

(iii) FCPI 123 Multinova IV Compartiment Equilibre

(iv) Elaia Partners S.A.S.

(v) 123 Venture S.A.

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 11 of 13 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: April 13, 2015

FCPR ELAIA VENTURES

By: Elaia Partners, its general partner, represented by:

By: /s/ Xavier Lazarus

Name: Xavier Lazarus

Title: Authorized Signatory

FCPI 123 MULTINOVA IV COMPARTIMENT DYNAMIQUE

FCPI 123 MULTINOVA IV COMPARTIMENT EQUILIBRE

By: 123 Venture S.A., its general partner,
represented by Elaia Partners, with delegated
management, represented by:

By: /s/ Xavier Lazarus

Name: Xavier Lazarus

Title: Authorized Signatory

ELAIA PARTNERS S.A.S.

By: /s/ Xavier Lazarus

Name: Xavier Lazarus

Title: Authorized Signatory

123 VENTURE S.A.

By: /s/ Marc Guittet

Name: Marc Guittet

Title: Authorized Signatory

CUSIP No. 226718104 13G Page 12 of 13 Pages

Exhibit 1

AGREEMENT

 Each of the undersigned, pursuant to Rule 13d-1(k)(l) under the Act, hereby agrees and acknowledges that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock and the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them.  The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.

Date: April 13, 2015

FCPR ELAIA VENTURES

By: Elaia Partners, its general partner, represented by:

By: /s/ Xavier Lazarus

Name: Xavier Lazarus

Title: Authorized Signatory

FCPI 123 MULTINOVA IV COMPARTIMENT DYNAMIQUE

FCPI 123 MULTINOVA IV COMPARTIMENT EQUILIBRE

By: 123 Venture S.A., its general partner,
represented by Elaia Partners, with delegated
management, represented by:

By: /s/ Xavier Lazarus

Name: Xavier Lazarus

Title: Authorized Signatory

ELAIA PARTNERS S.A.S.

By: /s/ Xavier Lazarus

Name: Xavier Lazarus

Title: Authorized Signatory

123 VENTURE S.A.

By: /s/ Marc Guittet

Name: Marc Guittet

Title: Authorized Signatory

CUSIP No. 226718104 13G Page 13 of 13 Pages

Exhibit 2

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THIS GROUP

FCPR Elaia Ventures (“Elaia Ventures”), FCPI 123 Multinova IV Compartiment Dynamique, FCPI 123 Multinova IV Compartiment Equilibre (collectively, the “123 Funds” and together with Elaia Ventures, the “Funds”), Elaia Partners and 123 Venture SA are filing this statement on Schedule 13G as a group.

Elaia Ventures is a fund specialized in venture capital (Fonds Commun de Placements à Risques) without legal personality, which closely resembles the notion of a partnership. Its general partner is Elaia Partners.

Each of the 123 Funds is a fund specialized in venture capital (Fonds Commun de Placements dans l’Innovation) without legal personality, which closely resembles the notion of a partnership. The general partner of each of the 123 Funds is 123 Venture SA.

123 Venture S.A., has granted management authority over the voting and disposition of the shares to Elaia Partners. As a result, Elaia Partners may also be deemed to have shared dispositive power and shares voting power over all of the shares owned by the 123 Funds.