0000905718-14-000103.txt : 20140214 0000905718-14-000103.hdr.sgml : 20140214 20140214163418 ACCESSION NUMBER: 0000905718-14-000103 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEQUANS COMMUNICATIONS CENTRAL INDEX KEY: 0001383395 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86632 FILM NUMBER: 14617463 BUSINESS ADDRESS: STREET 1: 19 LE PARVIS STREET 2: BATIMENT CITICENTER CITY: PARIS LA DEFENSE STATE: I0 ZIP: 92073 BUSINESS PHONE: 0170721600 MAIL ADDRESS: STREET 1: 19 LE PARVIS STREET 2: BATIMENT CITICENTER CITY: PARIS LA DEFENSE STATE: I0 ZIP: 92073 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Harvey Partners, LLC CENTRAL INDEX KEY: 0001406484 IRS NUMBER: 203760303 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 551 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10176 BUSINESS PHONE: (212) 389-8760 MAIL ADDRESS: STREET 1: 551 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10176 SC 13G/A 1 sequans13gam1dec13.htm SEQUANS SC13G AM 1 sequans13gam1dec13.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
(Amendment No. 1)*
 
 
Under the Securities Exchange Act of 1934
 
 
Sequans Communications S.A.
(Name of Issuer)
 
American Depositary Shares
(each representing one ordinary share, nominal value €0.02)
(Title of Class of Securities)
 
817323108
(CUSIP Number)
 
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] 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. 817323108
     
(1)
Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only):
  
 
 
 
 
Harvey Partners, LLC
 
  20-3760303  
     
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
 (a)    
    (b)    
         
(3)
SEC Use Only
  
     
(4)
Citizenship or Place of Organization: Delaware, United States
  
     
Number of Shares Beneficially Owned by
Each Reporting Person With:
(5) Sole Voting Power:
1,540,000*
 
(6) Shared Voting Power:
0
 
(7) Sole Dispositive Power:
1,540,000*
 
(8) Shared Dispositive Power:
0
 
   
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person: 1,540,000*
   
   
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [ ]
   
   
(11)
Percent of Class Represented by Amount in Row (9): 2.6%*
   
   
(12)
Type of Reporting Person (See Instructions): IA
   
 
* Based on the information set forth in Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K of Sequans Communications S.A., a société anonyme incorporated in the Republic of France (the “Company”), filed with the Securities and Exchange Commission on February 6, 2014, Harvey Partners, LLC, a Delaware limited liability company (“Harvey Partners”), has reason to believe that there were 59,129,639 American Depositary Shares (the “ADS”), each representing one ordinary share, nominal value €0.02, of the Company, deemed to be outstanding as of December 31, 2013.  As of December 31, 2013, Harvey SMidCap Fund, LP, a Delaware limited partnership (“SMidCap Fund”), held 343,600 ADSs, Harvey SMidCap Offshore Fund, Ltd., a Cayman Islands exempted company (“SMidCap Offshore Fund”), held 605,191 ADSs, and Harvey QP, LP, a Delaware limited partnership (“Harvey QP”), held 591,209 ADSs.  Harvey Partners is the investment manager of SMidCap Fund, SMidCap Offshore Fund and Harvey QP, and as such, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company held by SMidCap Fund, SMidCap Offshore Fund and Harvey QP.  James A. Schwartz and Jeffrey C. Moskowitz, the Managing Members of Harvey Partners, share voting and investment power with respect to all securities beneficially owned by Harvey Partners.  As a result of the foregoing, for purposes of Reg. Section 240.13d-3, Harvey Partners is deemed to beneficially own 1,540,000 ADSs, or 2.6% of the ADSs deemed issued and outstanding as of December 31, 2013.
 
 
 
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Item 1(a) Name Of Issuer: Sequans Communications S.A.
 
Item 1(b) Address of Issuer’s Principal Executive Offices: 19 Le Parvis, 92073 Paris-La Défense, France
 
Item 2(a) Name of Person Filing: Harvey Partners, LLC
 
Item 2(b) Address of Principal Business Office or, if None, Residence: 551 Fifth Avenue, 36th Floor, New York, NY 10176
 
Item 2(c) Citizenship: Harvey Partners, LLC is a Delaware limited liability company.
 
Item 2(d) Title of Class of Securities: American Depositary Shares, each representing one ordinary share, nominal value €0.02
 
Item 2(e) CUSIP No.: 817323108
 
Item 3. If This Statement Is Filed Pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
 
Not Applicable.
 
Item 4. Ownership.
 
 
 
(a)
Amount Beneficially Owned:
 1,540,000*  
         
 
(b)
Percent of Class:
 2.6%*  
         
  (c) Number of shares as to which such person has:    
           
   
(i)
sole power to vote or to direct the vote:
1,540,000*
  
           
   
(ii)
shared power to vote or to direct the vote:
0
 
           
   
(iii)
sole power to dispose or to direct the disposition of:
1,540,000*
  
           
   
(iv)
shared power to dispose or to direct the disposition of:
0
 

* Based on the information set forth in Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K of Sequans Communications S.A., a société anonyme incorporated in the Republic of France (the “Company”), filed with the Securities and Exchange Commission on February 6, 2014, Harvey Partners, LLC, a Delaware limited liability company (“Harvey Partners”), has reason to believe that there were 59,129,639 American Depositary Shares (the “ADS”), each representing one ordinary share, nominal value €0.02, of the Company, deemed to be outstanding as of December 31, 2013.  As of December 31, 2013, Harvey SMidCap Fund, LP, a Delaware limited partnership (“SMidCap Fund”), held 343,600 ADSs, Harvey SMidCap Offshore Fund, Ltd., a Cayman Islands exempted company (“SMidCap Offshore Fund”), held 605,191 ADSs, and Harvey QP, LP, a Delaware limited partnership (“Harvey QP”), held 591,209 ADSs.  Harvey Partners is the investment manager of SMidCap Fund, SMidCap Offshore Fund and Harvey QP, and as such, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company held by SMidCap Fund, SMidCap Offshore Fund and Harvey QP.  James A. Schwartz and Jeffrey C. Moskowitz, the Managing Members of Harvey Partners, share voting and investment power with respect to all securities beneficially owned by Harvey Partners.  As a result of the foregoing, for purposes of Reg. Section 240.13d-3, Harvey Partners is deemed to beneficially own 1,540,000 ADSs, or 2.6% of the ADSs deemed issued and outstanding as of December 31, 2013.
 
 
 

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Item 5. Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the owner of more than five percent of the class of securities, check the following: [X]
 
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
 
Not Applicable.
 
Item 7. Identification and Classification of the Subsidiary 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
 
Not Applicable.
 
Item 9. Notice of Dissolution of Group
 
Not Applicable.
 
Item 10. Certification
 
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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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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.


 
February 14, 2014
  
     
 
HARVEY PARTNERS, LLC
  
     
     
 
By:
/s/ Jeffrey C. Moskowitz
   
Name: Jeffrey C. Moskowitz
   
Title: Managing Member
 
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
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