SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Talend S.A.

(Name of Issuer)

Ordinary Shares, nominal value €0.08 per share

(Title of Class of Securities)

874224207

(CUSIP Number)

December 31, 2017

(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)

☒ 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. 874224207 13G Page 2 of 16 Pages

1	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Toro Acquisition S.à.r.l.
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 Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 0 shares (See Item 4)
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 0 shares (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% (See Item 4)
12	TYPE OF REPORTING PERSON (See Instructions) OO

CUSIP No. 874224207 13G Page 3 of 16 Pages

1	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Silver Lake Sumeru Fund Cayman, L.P.
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 Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 2,356,188 shares (See Item 4)
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 2,356,188 shares (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,356,188 shares (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.1% (a) (See Item 4)
12	TYPE OF REPORTING PERSON (See Instructions) PN

(a) The percentage is calculated using the 29,142,781 ordinary shares outstanding as of November 20, 2017, as disclosed in the Issuer’s Prospectus Supplement to the Prospectus dated October 19, 2017, filed with the Securities and Exchange Commission on November 17, 2017.

CUSIP No. 874224207 13G Page 4 of 16 Pages

1	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Silver Lake Technology Investors Sumeru Cayman, L.P.
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 Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 48,086 shares (See Item 4)
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 48,086 shares (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,086 shares (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% (a) (See Item 4)
12	TYPE OF REPORTING PERSON (See Instructions) PN

(a) The percentage is calculated using the 29,142,781 ordinary shares outstanding as of November 20, 2017, as disclosed in the Issuer’s Prospectus Supplement to the Prospectus dated October 19, 2017, filed with the Securities and Exchange Commission on November 17, 2017.

CUSIP No. 874224207 13G Page 5 of 16 Pages

1	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Silver Lake Technology Associates Sumeru Cayman, L.P.
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 Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 2,404,274 shares (See Item 4)
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 2,404,274 shares (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,404,274 shares (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.2% (a) (See Item 4)
12	TYPE OF REPORTING PERSON (See Instructions) PN

(a) The percentage is calculated using the 29,142,781 ordinary shares outstanding as of November 20, 2017, as disclosed in the Issuer’s Prospectus Supplement to the Prospectus dated October 19, 2017, filed with the Securities and Exchange Commission on November 17, 2017.

CUSIP No. 874224207 13G Page 6 of 16 Pages

1	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): SLTA Sumeru (GP) Cayman, L.P.
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 Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 2,404,274 shares (See Item 4)
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 2,404,274 shares (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,404,274 shares (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.2% (a) (See Item 4)
12	TYPE OF REPORTING PERSON (See Instructions) PN

(a) The percentage is calculated using the 29,142,781 ordinary shares outstanding as of November 20, 2017, as disclosed in the Issuer’s Prospectus Supplement to the Prospectus dated October 19, 2017, filed with the Securities and Exchange Commission on November 17, 2017.

CUSIP No. 874224207 13G Page 7 of 16 Pages

1	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Silver Lake Sumeru (Offshore) AIV GP, Ltd.
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 Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 2,404,274 shares (See Item 4)
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 2,404,274 shares (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,404,274 shares (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.2% (a) (See Item 4)
12	TYPE OF REPORTING PERSON (See Instructions) CO

(a) The percentage is calculated using the 29,142,781 ordinary shares outstanding as of November 20, 2017, as disclosed in the Issuer’s Prospectus Supplement to the Prospectus dated October 19, 2017, filed with the Securities and Exchange Commission on November 17, 2017.

.

CUSIP No. 874224207 13G Page 8 of 16 Pages

Explanatory Note:

The Statement on Schedule 13G originally filed with the Securities and Exchange Commission on February 13, 2017 by the persons named therein, is hereby amended and restated by this Amendment No. 1.

Item 1(a) Name of Issuer:

Talend S.A. (the “Issuer”)

Item 1(b) Address of Issuer’s Principal Executive Offices:

9, rue Pages, 92150 Suresnes, France

Item 2(a) Name of Person Filing:

This Schedule 13G is filed jointly by (i) Toro Acquisition S.à.r.l. (“Toro”), a Luxembourg private limited liability company, (ii) Silver Lake Sumeru Fund Cayman, L.P. (“SLSFC”), a Cayman Islands exempted limited partnership, (iii) Silver Lake Technology Investors Sumeru Cayman, L.P. (“SLTIS”), a Cayman Islands exempted limited partnership, (iv) Silver Lake Technology Associates Sumeru Cayman, L.P. (“SLTA Sumeru”), a Cayman Islands exempted limited partnership, (v) SLTA Sumeru (GP) Cayman, L.P. (“SLTA Sumeru GP”), a Cayman Islands exempted limited partnership, and (vi) Silver Lake Sumeru (Offshore) AIV GP, Ltd. (“SLS AIV”), a Cayman Islands exempted limited company (all of the foregoing, the “Reporting Persons”).

SLTA Sumeru is the sole general partner of SLSFC, which directly holds 2,356,188 shares (the “SLSFC Shares”), and SLTIS, which directly holds 48,086 shares (the “SLTIS Shares” and, together with the SLSFC Shares, the “Shares”), SLTA Sumeru GP is the sole general partner of SLTA Sumeru, and SLS AIV is the sole general partner of SLTA Sumeru GP. SLS AIV is controlled by a board of nine directors that acts by majority approval and possesses sole voting and dispositive power with respect to the Shares. Toro no longer beneficially owns any Shares.

As the sole general partner of SLSFC and SLTIS, SLTA Sumeru may be deemed to share voting and dispositive power with respect to the Shares. As the sole general partner of SLTA Sumeru, SLTA Sumeru GP may be deemed to share voting and dispositive power with respect to the Shares. As the sole general partner of SLTA Sumeru GP, SLS AIV may be deemed to share voting and dispositive power with respect to the Shares.

Each Reporting Person disclaims beneficial ownership of the Shares, except to the extent of such Reporting Person’s pecuniary interest therein.

CUSIP No. 874224207 13G Page 9 of 16 Pages

Item 2(b) Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

c/o Silver Lake

2775 Sand Hill Road, Suite 100

Menlo Park, CA 94025

Item 2(c) Citizenship:

See response to Item 4 of each of the cover pages and Item 2(a) above.

Item 2(d) Title of Class of Securities:

Ordinary Shares, nominal value €0.08 per share (the “ordinary shares”)

Item 2(e) CUSIP Number:

874224207

Item 3 If this statement is filed pursuant to §§ 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 (15 U.S.C. 78o).
(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)	☐	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(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 (15 U.S.C. 80a-3).
(j)	☐	Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).

CUSIP No. 874224207 13G Page 10 of 16 Pages

(k) ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Not applicable.

Item 4 Ownership:

(a) Amount beneficially owned as of the date hereof:

See responses to Item 9 on each cover page.

Pursuant to a Shareholder Agreement (the “Shareholders Agreement”) among the Issuer, an entity affiliated with the Reporting Persons and entities affiliated with Balderton Capital, Bpifrance Investissement, Galileo Partners and Idinvest Partners (each, a “Major Shareholder”), certain affiliates of each Major Shareholder, other than Galileo Partners, are entitled to nominate one member of the Issuer’s board of directors as long as certain continuing ownership thresholds are met. The Major Shareholders have agreed to vote for these nominees pursuant to the Shareholders Agreement.

By virtue of the Shareholders Agreement and the obligations and rights thereunder, the Reporting Persons, the Major Shareholders and/or certain of their affiliates may be deemed to constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based in part on information provided by the Issuer, such a “group” would be deemed to beneficially own an aggregate of 9,843,646 ordinary shares, or 33.8% of the ordinary shares of the Issuer calculated pursuant to Rule 13d-3. The Reporting Persons expressly disclaim beneficial ownership over any ordinary shares that they may be deemed to beneficially own solely by reason of the Shareholders Agreement. Certain entities affiliated with the other Major Shareholders are separately making Schedule 13G filings reporting their beneficial ownership of ordinary shares.

(b) Percent of class: See responses to Item 11 on each cover page and Items 2(a) and 4(a) above.

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote: See responses to Item 5 on each cover page and Items 2(a) and 4(a) above.

(ii) shared power to vote or to direct the vote: See responses to Item 6 on each cover page and Items 2(a) and 4(a) above.

(iii) sole power to dispose or to direct the disposition of: See responses to Item 7 on each cover page and Items 2(a) and 4(a) above.

(iv) shared power to dispose or to direct the disposition of: See responses to Item 8 on each cover page and Items 2(a) and 4(a) above.

CUSIP No. 874224207 13G Page 11 of 16 Pages

Each Reporting Person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this Statement is filed constitute a “group” for the purposes of Sections 13(d) and 13(g) of the Act and the rules thereunder. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.

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 beneficial owner of more than five percent of the class of securities, check the following ☐.

As of December 31, 2017, Toro no longer beneficially owns any Shares.

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:

Not Applicable.

Item 8 Identification and Classification of Members of the Group:

See Item 4 above.

Item 9 Notice of Dissolution of Group:

Not Applicable.

Item 10 Certification:

Not Applicable. This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).

CUSIP No. 874224207 13G Page 12 of 16 Pages

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 99.1 hereto.

Dated: February 13, 2018

TORO ACQUISITION S.À.R.L. REPRESENTED BY ITS LIQUIDATOR AVEGA SERVICES S.À.R.L.
By:	/s/ Dr. Wolfgang Zettel
	Name: Dr. Wolfgang Zettel
	Title: Manager
By:	/s/ Markus Trierweiler
	Name: Markus Trierweiler
	Title: Manager

SILVER LAKE SUMERU FUND CAYMAN, L.P.
By:	SILVER LAKE TECHNOLOGY ASSOCIATES SUMERU CAYMAN, L.P., its general partner
By:	SLTA SUMERU (GP) CAYMAN, L.P., its general partner
By:	SILVER LAKE SUMERU (OFFSHORE) AIV GP, LTD., its general partner
By:	/s/ Karen M. King
	Name: Karen M. King
	Title: Director

SILVER LAKE TECHNOLOGY INVESTORS SUMERU CAYMAN, L.P.
By:	SILVER LAKE TECHNOLOGY ASSOCIATES SUMERU CAYMAN, L.P., its general partner
By:	SLTA SUMERU (GP) CAYMAN, L.P., its general partner
By:	SILVER LAKE SUMERU (OFFSHORE) AIV GP, LTD., its general partner
By:	/s/ Karen M. King
	Name: Karen M. King
	Title: Director

SILVER LAKE TECHNOLOGY ASSOCIATES SUMERU CAYMAN, L.P.
By:	SLTA SUMERU (GP) CAYMAN, L.P., its general partner
By:	SILVER LAKE SUMERU (OFFSHORE) AIV GP, LTD., its general partner
By:	/s/ Karen M. King
	Name: Karen M. King
	Title: Director

CUSIP No. 874224207 13G Page 13 of 16 Pages

SLTA SUMERU (GP) CAYMAN, L.P.
By:	SILVER LAKE SUMERU (OFFSHORE) AIV GP, LTD., its general partner
By:	/s/ Karen M. King
	Name: Karen M. King
	Title: Director

SILVER LAKE SUMERU (OFFSHORE) AIV GP, LTD.
By:	/s/ Karen M. King
	Name: Karen M. King
	Title: Director

CUSIP No. 874224207 13G Page 14 of 16 Pages

EXHIBIT INDEX

Exhibit    No.
99.1	Joint Filing Agreement dated as of February 13, 2018, by and among each of the Reporting Persons

EX-99.1

Exhibit 99.1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree 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 ordinary shares of Talend S.A.

This agreement may be executed in any number of counterparts, each of which shall be deemed an original.

EXECUTED this 13th day of February, 2018.

TORO ACQUISITION S.À.R.L. REPRESENTED BY ITS LIQUIDATOR AVEGA SERVICES S.À.R.L.
By:	/s/ Dr. Wolfgang Zettel
	Name: Dr. Wolfgang Zettel
	Title: Manager
By:	/s/ Markus Trierweiler
	Name: Markus Trierweiler
	Title: Manager

SILVER LAKE SUMERU FUND CAYMAN, L.P.
By:	SILVER LAKE TECHNOLOGY ASSOCIATES SUMERU CAYMAN, L.P., its general partner
By:	SLTA SUMERU (GP) CAYMAN, L.P., its general partner
By:	SILVER LAKE SUMERU (OFFSHORE) AIV GP, LTD., its general partner
By:	/s/ Karen M. King
	Name: Karen M. King
	Title: Director

SILVER LAKE TECHNOLOGY INVESTORS SUMERU CAYMAN, L.P.
By:	SILVER LAKE TECHNOLOGY ASSOCIATES SUMERU CAYMAN, L.P., its general partner
By:	SLTA SUMERU (GP) CAYMAN, L.P., its general partner
By:	SILVER LAKE SUMERU (OFFSHORE) AIV GP, LTD., its general partner
By:	/s/ Karen M. King
	Name: Karen M. King
	Title: Director

SILVER LAKE TECHNOLOGY ASSOCIATES SUMERU CAYMAN, L.P.
By:	SLTA SUMERU (GP) CAYMAN, L.P., its general partner
By:	SILVER LAKE SUMERU (OFFSHORE) AIV GP, LTD., its general partner
By:	/s/ Karen M. King
	Name: Karen M. King
	Title: Director

SLTA SUMERU (GP) CAYMAN, L.P.
By:	SILVER LAKE SUMERU (OFFSHORE) AIV GP, LTD., its general partner
By:	/s/ Karen M. King
	Name: Karen M. King
	Title: Director

SILVER LAKE SUMERU (OFFSHORE) AIV GP, LTD.
By:	/s/ Karen M. King
	Name: Karen M. King
	Title: Director