SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hufnagel Till

(Last)

(First)

(Middle)

100 PALL MALL

(Street)

LONDON

SW1Y 5NQ

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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⁾	05/13/2024		S⁽¹⁰⁾		10,650⁽¹⁾	D	$37.8134⁽⁴⁾	1,771,425⁽¹⁾	I⁽²⁾⁽³⁾	See Footnotes⁽²⁾⁽³⁾
Ordinary Shares⁽¹⁾	05/14/2024		P⁽¹⁰⁾		6,000⁽¹⁾	A	$37.6674⁽⁵⁾	1,777,425⁽¹⁾	I⁽²⁾⁽³⁾	See Footnotes⁽²⁾⁽³⁾
Ordinary Shares⁽¹⁾	05/14/2024		S⁽¹⁰⁾		15,405⁽¹⁾	D	$37.7515⁽⁶⁾	1,762,020⁽¹⁾	I⁽²⁾⁽³⁾	See Footnotes⁽²⁾⁽³⁾
Ordinary Shares⁽¹⁾	05/15/2024		S⁽¹⁰⁾		1,205⁽¹⁾	D	$37.4793⁽⁷⁾	1,760,815⁽¹⁾	I⁽²⁾⁽³⁾	See Footnotes⁽²⁾⁽³⁾
Ordinary Shares⁽¹⁾	05/16/2024		S		1,540⁽¹⁾	D	$37.0721⁽⁸⁾	1,759,275⁽¹⁾	I⁽²⁾⁽³⁾	See Footnotes⁽²⁾⁽³⁾
Ordinary Shares⁽¹⁾	05/17/2024		S		72,000⁽¹⁾	D	$36.2978⁽⁹⁾	1,687,275⁽¹⁾	I⁽²⁾⁽³⁾	See Footnotes⁽²⁾⁽³⁾
Ordinary Shares⁽¹⁾								185,561⁽¹⁾	D⁽¹²⁾
Ordinary Shares⁽¹⁾								85,132⁽¹⁾	D⁽¹³⁾

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)
Call Option (right to buy)	$35	05/16/2024		S			550	⁽¹¹⁾	05/17/2024	Ordinary Shares⁽¹⁾	55,000⁽¹⁾	$1.75	4,450	I⁽²⁾⁽³⁾	See Footnotes⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

Hufnagel Till

(Last)

(First)

(Middle)

100 PALL MALL

(Street)

LONDON

SW1Y 5NQ

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Umek Klaus

(Last)

(First)

(Middle)

100 PALL MALL

(Street)

LONDON

SW1Y 5NQ

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The securities reported herein are held in the form of American Depositary Shares ("ADS"), or options to acquire ADS, of the Issuer. Each ADS represents one Ordinary Share of the Issuer.

2. These securities are held directly by the investment vehicles and managed accounts for which Petrus Advisers Ltd. ("Petrus") serves as investment manager or portfolio adviser. Till Hufnagel serves as partner of Petrus, and Klaus Umek serves as the managing partner of Petrus.

3. The Reporting Persons disclaim beneficial ownership of these securities, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

4. The transaction was executed in multiple trades in prices ranging from $37.80 to $37.90, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

5. The transaction was executed in multiple trades in prices ranging from $37.49 to $37.77, inclusive. The price reported in Column 4 above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each respective price within the range set forth in this footnote.

6. The transaction was executed in multiple trades in prices ranging from $37.745 to $37.84, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

7. The transaction was executed in multiple trades in prices ranging from $37.45 to $37.50, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

8. The transaction was executed in multiple trades in prices ranging from $36.92 to $37.20, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

9. The transaction was executed in multiple trades in prices ranging from $36.29 to $36.79, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

10. The purchases of an aggregate 6,000 shares on May 14, 2024 reported herein were matchable under Section 16(b) of the Exchange Act with the sales of an aggregate 6,000 shares reported herein. The Reporting Persons have notified the Issuer regarding prompt payment of short swing profits resulting from the reported transactions calculated in accordance with Section 16(b) of the Exchange Act.

11. These options are currently exercisable.

12. These securities are held directly by Till Hufnagel. Mr. Umek has no beneficial ownership or pecuniary interest in such securities.

13. These securities are held directly by Klaus Umek. Mr. Hufnagel has no beneficial ownership or pecuniary interest in such securities.

Remarks:

Because the Reporting Persons may be deemed to share beneficial ownership over the securities managed by Petrus, they have chosen to jointly file this Form 4 in accordance with Rule 16a-3(j) under the Exchange Act. Consistent with Rule 16a-3(j), the Reporting Persons are including all required information for each Reporting Person, including shares beneficially owned directly by each Reporting Person. Each Reporting Person has no beneficial ownership in the securities beneficially owned directly by the other Reporting Person, and the joint filing of this Form 4 shall not be deemed an admission that each Reporting Person is the beneficial owner of the securities held by the other Reporting Person for purposes of Section 16 of the Exchange Act or for any other purpose.

	/s/ Till Hufnagel	05/23/2024
	/s/ Klaus Umek	05/23/2024
	** 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.
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