CRITEO S.A.
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(Name of Issuer)
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American Depository Shares, each representing one Ordinary Share, nominal value €0.025 per share
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(Title of Class of Securities)
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226718104
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(CUSIP Number)
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November 21, 2023
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No.
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226718104
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Page 2 of 7
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Petrus Advisers Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United Kingdom
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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2,471,458
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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2,747,823
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,747,823
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.9%(1)
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12
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TYPE OF REPORTING PERSON
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FI
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CUSIP No.
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226718104
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Page 3 of 7
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Klaus Umek
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Austrian
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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215,794
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6
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SHARED VOTING POWER
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2,471,458
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7
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SOLE DISPOSITIVE POWER
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215,794
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8
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SHARED DISPOSITIVE POWER
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2,747,823
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,963,617
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.3%(1)
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12
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TYPE OF REPORTING PERSON
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IN
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CUSIP No.
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226718104
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Page 4 of 7
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Till Hufnagel
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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German
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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133,061
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6
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SHARED VOTING POWER
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2,471,458
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7
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SOLE DISPOSITIVE POWER
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133,061
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8
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SHARED DISPOSITIVE POWER
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2,747,823
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,880,884
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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||
☐
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|||
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.1%(1)
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12
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TYPE OF REPORTING PERSON
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IN
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CUSIP No.
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226718104
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Page 5 of 7
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Item 1(a).
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Name of Issuer: |
Item 1(b). | Address of Issuer's Principal Executive Offices: |
Item 2(a). | Name of Person Filing: |
Item 2(b). | Address of Principal Business Office or, if none, Residence: |
Item 2(c). | Citizenship: |
a.
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Petrus Advisers Ltd.
Eighth Floor, 6 New Street Square, New Fetter Lane
London, United Kingdom
EC4A 3AQ
Citizenship: Private limited company organized under the laws of the United Kingdom
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b.
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Klaus Umek
c/o Petrus Advisers Ltd.
Eighth Floor, 6 New Street Square, New Fetter Lane
London, United Kingdom
EC4A 3AQ
Citizenship: Austrian
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c.
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Till Hufnagel
c/o Petrus Advisers Ltd.
Eighth Floor, 6 New Street Square, New Fetter Lane
London, United Kingdom
EC4A 3AQ
Citizenship: German
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Item 2(d). | Title of Class of Securities: |
Item 2(e). | CUSIP Number: |
CUSIP No.
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226718104
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Page 6 of 7
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Item 3. | If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the oerson 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 association 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 undersSection 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. | Ownership. |
CUSIP No.
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226718104
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Page 7 of 7
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Item 5. | Ownership of Five Percent or Less of a Class. |
Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Item 8. | Identification and Classification of Members of the Group. |
Item 9. | Notice of Dissolution of Group. |
Item 10.
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Certification.
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By:
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Petrus Advisers Ltd.
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|||
By:
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/s/ Suraj Shah
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Name:
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Suraj Shah
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Title:
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Director
|
|||
By:
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/s/ Klaus Umek
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|||
Klaus Umek
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||||
By:
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/s/ Till Hufnagel
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Till Hufnagel
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DATED: November 30, 2023
|
||||
|
||||
|
By:
|
Petrus Advisers Ltd.
|
||
By:
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/s/ Suraj Shah
|
|||
Name:
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Suraj Shah
|
|||
Title:
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Director
|
|||
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By:
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/s/ Klaus Umek
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By:
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Klaus Umek
|
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By:
|
/s/ Till Hufnagel
|
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By:
|
Till Hufnagel
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