0001576427-24-000015.txt : 20240226 0001576427-24-000015.hdr.sgml : 20240226 20240226170400 ACCESSION NUMBER: 0001576427-24-000015 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240222 FILED AS OF DATE: 20240226 DATE AS OF CHANGE: 20240226 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Clarken Megan CENTRAL INDEX KEY: 0001795120 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36153 FILM NUMBER: 24680009 MAIL ADDRESS: STREET 1: C/O CRITEO LEGAL DEPT. STREET 2: 387 PARK AVENUE SOUTH, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Criteo S.A. CENTRAL INDEX KEY: 0001576427 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 32 RUE BLANCHE CITY: PARIS STATE: I0 ZIP: 75009 BUSINESS PHONE: 33175850939 MAIL ADDRESS: STREET 1: 32 RUE BLANCHE CITY: PARIS STATE: I0 ZIP: 75009 4 1 wk-form4_1708985030.xml FORM 4 X0508 4 2024-02-22 0 0001576427 Criteo S.A. CRTO 0001795120 Clarken Megan C/O CRITEO LEGAL DEPARTMENT 387 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10016 1 1 0 0 Chief Executive Officer 0 Ordinary Shares 2024-02-22 4 S 0 23331 33.04 D 383858 D Ordinary Shares 2024-02-23 4 A 0 130454 0 A 514312 D Ordinary Shares 2024-02-26 4 S 0 36675 32.69 D 477637 D The Ordinary Shares may be represented by American Depository Shares, each of which represents One Ordinary Share. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan (the "Trading Plan") adopted by the reporting person. The sales are made in accordance with a trading schedule that is established at the time the Trading Plan is put in place. The reporting person entered into the Trading Plan during an open trading window of the issuer pursuant to its Insider Trading Policy. The reported price in Column 4 is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $33.00 to $33.115 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. For more information about the equity of the Issuer held by the Reporting Person, please see the Issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission ("SEC"). On February 23, 2023, the Reporting Person was granted performance-based stock units representing 114,774 shares of the Issuer at the target performance level, which would become eligible to vest based on the achievement of performance goals. On February 23, 2024, the achievement percentage was determined, resulting in 130,454 shares becoming eligible to time-based vesting as follows: 50% of the shares will vest on the two-year anniversary of the grant date, and the remainder will vest in equal portions at the end of each quarter during the two-year period thereafter. These securities were automatically sold on the reporting person's behalf to fund tax withholding obligations arising from the settlement of a previously-reported security award. /s/ Ryan Damon, as attorney-in-fact for Megan Clarken 2024-02-26