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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
|
Cellectis S.A. (Name of Issuer) |
Ordinary Shares, nominal value EUR0.05 per share (Title of Class of Securities) |
15117K103 (CUSIP Number) |
Sophie Paquin 6-8, boulevard Haussmann, Paris, I0, 75009 33 6 37 85 94 06 With copy to: John C. Partigan Nixon Peabody LLP, 799 9th Street NW, Suite 500 Washington, DC, 20001 (202) 585-8000 Lloyd H. Spencer Nixon Peabody LLP, 799 9th Street NW, Suite 500 Washington, DC, 20001 (202) 585-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/30/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | 15117K103 |
| 1 |
Name of reporting person
Bpifrance Participations S.A. | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,252,747.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10, 11 and 13: The Reporting Person beneficially owns 5,873,247 Ordinary Shares and has 9,252,747 voting rights related to such shares. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 78,660,539 voting rights outstanding as of January 20, 2025.
SCHEDULE 13D
|
| CUSIP No. | 15117K103 |
| 1 |
Name of reporting person
Caisse des Depots | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,292,653.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10, 11 and 13: The Reporting Person beneficially owns 6,913,153 Ordinary Shares and has 10,292,653 voting rights related to such shares. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 78,660,539 voting rights outstanding as of January 20, 2025.
SCHEDULE 13D
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| CUSIP No. | 15117K103 |
| 1 |
Name of reporting person
CDC Croissance S.A. | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,039,906.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10, 11 and 13: The Reporting Person beneficially owns 1,039,906 Ordinary Shares and has 1,039,906 voting rights related to such shares. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 78,660,539 voting rights outstanding as of January 20, 2025.
SCHEDULE 13D
|
| CUSIP No. | 15117K103 |
| 1 |
Name of reporting person
EPIC Bpifrance | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,252,747.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10, 11 and 13: The Reporting Person beneficially owns 5,873,247 Ordinary Shares and has 9,252,747 voting rights related to such shares. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 78,660,539 voting rights outstanding as of January 20, 2025.
SCHEDULE 13D
|
| CUSIP No. | 15117K103 |
| 1 |
Name of reporting person
Bpifrance S.A. | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,252,747.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10, 11 and 13: The Reporting Person beneficially owns 5,873,247 Ordinary Shares and has 9,252,747 voting rights related to such shares. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 78,660,539 voting rights outstanding as of January 20, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, nominal value EUR0.05 per share | |
| (b) | Name of Issuer:
Cellectis S.A. | |
| (c) | Address of Issuer's Principal Executive Offices:
8, rue de la Croix Jarry, Paris,
FRANCE
, 75013. | |
Item 1 Comment:
Introductory Statement:
This Amendment No. 5 ("Amendment") is being filed by Caisse des Depots, a French special public entity (etablissement special) ("CDC"), CDC Croissance S.A., a societe anonyme incorporated under the laws of the Republic of France, Bpifrance Participations S.A., a societe anonyme incorporated under the laws of the Republic of France ("Bpifrance Participations"), Bpifrance S.A., a societe anonyme incorporated under the laws of the Republic of France ("Bpifrance"), and EPIC Bpifrance, a French public institution of industrial and commercial nature ("EPIC" ) (collectively, the "Reporting Persons") pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
This Amendment relates to the ordinary shares, nominal value EUR0.05 per share (the "Ordinary Shares"), of Cellectis S.A. (the "Issuer"). This Amendment amends and supplements the Schedule 13D relating to Ordinary Shares of the Issuer filed with the Securities and Exchange Commission (the "SEC") on August 4, 2020, as amended by: (i) Amendment No. 1 to Schedule 13D filed with the SEC on February 12, 2021; (ii) Amendment No. 2 to Schedule 13D filed with the SEC on February 14, 2023; (iii) Amendment No. 3 to Schedule 13D filed with the SEC on November 13, 2023; and (iv) Amendment No. 4 to Schedule 13D filed with the SEC on May 21, 2024 (collectively, as amended, the "Schedule 13D"). | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 is hereby amended and supplemented as follows:
This Statement is being filed by the following beneficial owners of Ordinary Shares:
1. Bpifrance Participations S.A., a societe anonyme incorporated under the laws of the Republic of France
2. EPIC Bpifrance, a French public institution of industrial and commercial nature
3. Bpifrance S.A., a societe anonyme incorporated under the laws of the Republic of France
4. Caisse des depots et consignations, a French special public entity (etablissement special)
5. CDC Croissance S.A., a societe anonyme incorporated under the laws of the Republic of France | |
| (b) | The principal address for CDC Croissance is 209, rue de l'Universite 75007 Paris. CDC Croissance, a 100% subsidiary of CDC, is a management company which manages a range of equity funds for the CDC Group clients. Specializing in small and mid-cap listed companies, the management company is accredited by the French Autorite des marches financiers. CDC Croissance is the management company of the equity funds CDC TECH CROISSANCE. | |
| (c) | Information concerning the executive officers and directors of Bpifrance Participations, CDC Croissance S.A., CDC, EPIC and Bpifrance required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D is provided in Exhibit 99.2 to this Amendment and incorporated herein by reference. | |
| (d) | None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Exhibit 99.2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). | |
| (e) | None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Exhibit 99.2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. | |
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
All of the Ordinary Shares that are held of record by the Reporting Persons as reported herein were acquired for investment purposes. The Reporting Persons retain the right to change their investment intent, from time to time to acquire additional Ordinary Shares or other securities of the Issuer, or to sell or otherwise dispose of all or part of the Ordinary Shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.
Except as set forth above, none of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows:
As of the date hereof, (i) Bpifrance Participations holds directly 5,873,247 Ordinary Shares, which represents approximately 8.1% of the Issuer's outstanding Ordinary Shares, and 9,252,747 voting rights, which represents approximately 11.8% of outstanding voting rights, and (ii) CDC Croissance S.A., a wholly-owned subsidiary of CDC, holds, through CDC TECH CROISSANCE, 1,039,906 Ordinary Shares, which represents approximately 1.4% of the Issuer's outstanding Ordinary Shares, and 1,039,906 voting rights, which represents approximately 1.3% of outstanding voting rights.
As of the date hereof, none of Bpifrance, EPIC or CDC holds any Ordinary Shares directly. Bpifrance may be deemed to be the beneficial owner of 5,873,247 Ordinary Shares and 9,252,747 voting rights, indirectly through its 99.99% ownership of Bpifrance Participations. EPIC may be deemed to be the beneficial owners of 5,873,247 Ordinary Shares and 9,252,747 voting rights, indirectly through its joint ownership and control of Bpifrance. CDC may be deemed to be the beneficial owner of (x) 5,873,247 Ordinary Shares and 9,252,747 voting rights, indirectly through its joint ownership and control of Bpifrance and (y) 1,039,906 Ordinary Shares and 1,039,906 voting rights, indirectly through its ownership of CDC Croissance.
This Amendment is being filed to reflect the difference in the Reporting Persons' percentage ownership of the Issuer's Ordinary Shares and voting rights under U.S. and French law, as described below, and is not due to any transactions in the Ordinary Shares by the Reporting Persons.
The percentage of Ordinary Shares and voting rights beneficially owned by each Reporting Person is based on 72,093,873 outstanding Ordinary Shares and 78,660,539 outstanding voting rights of the Issuer, as of January 20, 2025, as published by the Issuer on January 8, 2025. The amount of outstanding Ordinary Shares and voting rights disclosed in the prior sentence is calculated under U.S. law, which requires treasury shares to be excluded from the calculation of outstanding shares. Under French law, treasury shares are required to be included in the calculation of outstanding shares. Using the French law requirements, the Issuer had 100,093,873 outstanding Ordinary Shares and 88,660,539 outstanding voting rights, and (i) Bpifrance Participations' Ordinary Share holdings represent approximately 5.9% of the Issuer's outstanding Ordinary Shares, and its voting rights represent approximately 10.4% of outstanding voting rights, and (ii) CDC Croissance's Ordinary Share holdings represent approximately 1.0% of the Issuer's outstanding Ordinary Shares, and its voting rights represent approximately 1.2% of outstanding voting rights. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows:
See the information contained on the cover pages of this Amendment, which is incorporated herein by reference. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:
There have been no reportable transactions with respect to the Ordinary Shares of the Issuer within the last 60 days by the Reporting Persons, or, to the best of their knowledge, any of the persons referred to in Exhibit 99.2. | |
| Item 7. | Material to be Filed as Exhibits. | |
EX 99.1 - Joint Filing Agreement, dated as of February 12, 2021, by and among the Reporting Persons (incorporate by reference to Exhibit 99.1 to Amendment No. 1 to Schedule 13D filed on February 12, 2021)
EX 99.2 - Information with respect to the Directors and Executive Officers of the Reporting Persons | ||
| 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.
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