0000894579-15-000088.txt : 20150414 0000894579-15-000088.hdr.sgml : 20150414 20150414122052 ACCESSION NUMBER: 0000894579-15-000088 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150414 DATE AS OF CHANGE: 20150414 GROUP MEMBERS: 123 VENTURE S.A. GROUP MEMBERS: ELAIA PARTNERS S.A.S. GROUP MEMBERS: FCPI 123 MULTINOVA IV COMPARTIMENT DYNAMIQUE GROUP MEMBERS: FCPI 123 MULTINOVA IV COMPARTIMENT EQUILIBRE GROUP MEMBERS: FCPR ELAIA VENTURES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Criteo S.A. CENTRAL INDEX KEY: 0001576427 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] 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: 005-87809 FILM NUMBER: 15768671 BUSINESS ADDRESS: STREET 1: 32 RUE BLANCHE CITY: PARIS STATE: I0 ZIP: 75009 BUSINESS PHONE: 33140402290 MAIL ADDRESS: STREET 1: 32 RUE BLANCHE CITY: PARIS STATE: I0 ZIP: 75009 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Elaia Partners SAS CENTRAL INDEX KEY: 0001599439 IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1214 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 54, RUE DE PANTHIEU CITY: PARIS STATE: I0 ZIP: 75008 BUSINESS PHONE: 33 1 76 74 92 50 MAIL ADDRESS: STREET 1: 54, RUE DE PANTHIEU CITY: PARIS STATE: I0 ZIP: 75008 SC 13G/A 1 criteoelaia13ga_2041315.htm SCHEDULE 13GA criteoelaia13ga_2041315.htm

  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.