Nathalie Balla Form 4 Criteo / Nathalie Balla ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Balla Nathalie

(Last)

(First)

(Middle)

C/O CRITEO LEGAL DEPT.

387 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares⁽¹⁾	03/06/2023		M		2,600	A	$20.9⁽²⁾	20,400⁽³⁾	D
Ordinary Shares⁽¹⁾	03/06/2023		S		2,600	D	$32.674⁽⁴⁾	17,800⁽³⁾	D
Ordinary Shares⁽¹⁾	03/06/2023		M		22,400	A	$20.9⁽²⁾	40,200⁽³⁾	D
Ordinary Shares⁽¹⁾	03/06/2023		S		22,400	D	$32.355⁽⁵⁾	17,800⁽³⁾	D
Ordinary Shares⁽¹⁾	03/06/2023		M		12,177	A	$18.49⁽⁶⁾	29,977⁽³⁾	D
Ordinary Shares⁽¹⁾	03/06/2023		S		12,177	D	$32.355⁽⁵⁾	17,800⁽³⁾	D
Ordinary Shares⁽¹⁾	03/07/2023		M		4,846	A	$18.62⁽⁷⁾	22,646⁽³⁾	D
Ordinary Shares⁽¹⁾	03/07/2023		S		4,846	D	$32.025⁽⁸⁾	17,800⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-employee Warrant (right to buy)	$20.9⁽²⁾	03/06/2023		M			2,600	⁽⁹⁾	10/25/2028	Ordinary Shares⁽¹⁾	2,600	$0	22,400⁽³⁾	D
Non-employee Warrant (right to buy)	$20.9⁽²⁾	03/06/2023		M			22,400	⁽⁹⁾	10/25/2028	Ordinary Shares⁽¹⁾	22,400	$0	0⁽³⁾	D
Non-employee Warrant (right to buy)	$18.49⁽⁶⁾	03/06/2023		M			12,177	⁽¹⁰⁾	10/24/2029	Ordinary Shares⁽¹⁾	12,177	$0	14,243⁽³⁾	D
Non-employee Warrant (right to buy)	$18.62⁽⁷⁾	03/07/2023		M			4,846	⁽¹⁰⁾	10/24/2029	Ordinary Shares⁽¹⁾	4,846	$0	9,397⁽³⁾	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 non-employee warrant is 19.71 euros. The U.S. dollar equivalent of the exercise price is $20.90 using the exchange rate as of March 6, 2023 (1.00 = $0.9431).

3. For more information about the equity of the Issuer held by the Reporting Person, please see the Issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission.

4. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $32.51 to $32.77 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $32.00 to $ 32.845 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The exercise price of the non-employee warrant is 17.44 euros. The U.S. dollar equivalent of the exercise price is $18.49 using the exchange rate as of March 6, 2023 (1.00 = $ 0.9431).

7. The exercise price of the non-employee warrant is 17.44 euros. The U.S. dollar equivalent of the exercise price is $18.62 using the exchange rate as of March 7, 2023 (1.00 = $ 0.9366).

8. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.19 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

9. Warrant granted on October 25, 2018. One-fourth of the grant vested on the first anniversary of the grant date and an additional 1/16th of the grant vested quarterly thereafter. Warrant is set to expire on October 25, 2028.

10. Warrant granted on October 24, 2019. One-fourth of the grant vested on the first anniversary of the grant date and an additional 1/16th of the grant vested quarterly thereafter. Warrant is set to expire on October 24, 2029.

Remarks:

	/s/ Ryan Damon, as attorney-in-fact for Nathalie Balla	03/08/2023
	** 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 4 (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.

Nathalie Balla Form 4Criteo / Nathalie Balla ownership change