SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).

 

 

 

2

 

 

3

 

 

4

 

 

5

 

This Amendment No. 2 (this “Amendment No. 2”) amends the Statement on Schedule 13D relating to Ordinary Shares of the Issuer filed with the Securities and Exchange Commission (the “SEC”) on June 10, 2013, as amended by Amendment No. 1 filed with the SEC on July 25, 2013 (as amended, the “Schedule 13D”). Capitalized terms used in this Amendment No. 2 but not otherwise defined herein have the meanings given to them in the Schedule 13D.

 

Item 1.                   Security and Issuer

 

This Amendment No. 2 relates to the Class A ordinary shares, nominal value €0.02 per share (the “Ordinary Shares”), of Constellium N.V. (the “Issuer”). The principal executive offices of the Issuer are located at Tupolevlaan 41-61, 1119 NW Schiphol-Rijk, The Netherlands.

 

Item 2.                   Identity and Background

 

Item 2 is hereby amended and restated as follows:

 

This Amendment No. 2 is filed jointly by (i) the Caisse des Dépôts, a French special public entity (établissement special) (“CDC”), (ii) Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France (“Bpifrance Participations”), (iii) Bpifrance S.A. (f/k/a BPI-Groupe (bpifrance)), a société anonyme incorporated under the laws of the Republic of France, and (iv) EPIC Bpifrance (f/k/a EPIC BPI-Groupe), a French public institution of industrial and commercial nature (“EPIC”). CDC, Bpifrance Participations, Bpifrance S.A. and EPIC are referred to herein collectively as the “Reporting Persons.” The principal address for CDC is 56, rue de Lille, 75007 Paris, France. The principal address for Bpifrance Participations, Bpifrance S.A. and EPIC is 27-31 avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.

 

Bpifrance Participations is a French public investment fund specializing in the business of equity financing via direct investments or fund of funds.  Bpifrance Participations is a wholly-owned subsidiary of Bpifrance S.A., a French financial institution especially created for this purpose.  CDC and EPIC each hold 50% of the share capital of Bpifrance S.A. and jointly control Bpifrance S.A.  CDC is principally engaged in the business of long-term investments.  EPIC is principally engaged in the business of banking finance.

 

As of the date hereof, Bpifrance Participations holds directly 13,943,903 Ordinary Shares. As of the date hereof, neither Bpifrance S.A., CDC nor EPIC holds any Ordinary Shares directly. Bpifrance S.A. may be deemed to be the beneficial owner of 13,943,903 Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations. CDC and EPIC may be deemed to be the beneficial owners of 13,943,903 Ordinary Shares, indirectly through their joint ownership and control of Bpifrance S.A.

 

Attached as Appendices A, B, C and D to Item 2 is information concerning the executive officers and directors of Bpifrance Participations, Bpifrance S.A., CDC and EPIC, respectively, required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D.

 

None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Appendices A, B, C and D to Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

 

6

 

Item 3.                   Source and Amount of Funds or Other Consideration

 

Item 3 is hereby amended and supplemented as follows:

 

Between May 31, 2017 and September 6, 2017, Bpifrance Participations purchased 1,096,934 Ordinary Shares on the open market. The number of shares purchased on each day and the price for such shares are set forth in Schedule I to this Amendment No. 2 and incorporated herein by reference. Bpifrance Participations obtained the funds to purchase the Ordinary Shares from working capital.

 

As of the date hereof, Bpifrance Participations holds 13,943,903 Ordinary Shares, representing 13.2% of the Ordinary Shares and 13.2% of the outstanding share capital of the Issuer.

 

Item 4.                   Purpose of Transaction

 

All of the Ordinary Shares that are held of record by the Reporting Persons as reported herein were acquired for investment purposes. The Reporting Persons retain the right to change their investment intent, from time to time to acquire additional Ordinary Shares or other securities of the Issuer, or to sell or otherwise dispose of all or part of the Ordinary Shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law. In addition, the Reporting Persons currently intend to acquire additional Ordinary Shares of the Issuer on the open market, if conditions are favorable, but are under no obligation to do so. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.

 

Except as set forth above, none of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters.

 

Item 5.                   Interest in Securities of the Issuer

 

Item 5 is hereby amended and supplemented as follows:

 

As of the date hereof, Apollo Omega and AMI no longer hold any Ordinary Shares, and Rio Tinto has sold all but 10 Ordinary Shares. Neither Apollo Omega, AMI, nor Rio Tinto has the right to designate a member of the Issuer’s board of directors, but Rio Tinto remains bound by the terms of the Shareholders Agreement that require the Sponsoring Shareholders to vote in favor of each other’s board of directors nominees.  Accordingly, Bpifrance Participations may continue to be deemed to comprise a group with Rio Tinto within the meaning of the Securities Exchange Act of 1934, as amended, that may be deemed to share voting power with respect to the aggregate 13,943,913 Ordinary Shares held by Bpifrance Participations and Rio Tinto, which represents approximately 13.2% of the Issuer’s outstanding Ordinary Shares. See the amendments to the Statements on Schedule 13D filed with the Securities and Exchange Commission by Rio Tinto on December 17, 2013, and by Apollo Omega on March 12, 2014, respectively.  Each of the Reporting Persons disclaims beneficial ownership of all of the Ordinary Shares held by Rio Tinto, and the filing of this Amendment No. 2 shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

7

 

As of the date hereof, Bpifrance Participations holds directly 13,943,903 Ordinary Shares, which represents approximately 13.2% of the Issuer’s Ordinary Shares. As of the date hereof, none of Bpifrance S.A., CDC or EPIC holds any Ordinary Shares directly. Bpifrance S.A. may be deemed to be the beneficial owner of 13,943,903 Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations. CDC and EPIC may be deemed to be the beneficial owners of 13,943,903 Ordinary Shares, indirectly through their joint ownership and control of Bpifrance S.A.

 

(a)          See also the information contained on the cover pages of this Amendment No. 2, which is incorporated herein by reference.  The percentage of Ordinary Shares beneficially owned by each Reporting Person is based on 105,635,623 outstanding Ordinary Shares of the Issuer as of June 30, 2017, as reported in Exhibit 99.1 to the Issuer’s Report on Form 6-K filed with the SEC on July 28, 2017.

 

(b)           See the information contained on the cover pages of this Amendment No. 2, which is incorporated herein by reference.

 

(c)           See the information contained in Item 3 and Schedule I to this Amendment No. 2, which is incorporated herein by reference.

 

(d)           Not applicable.

 

(e)           Not applicable.

 

Item 6.                   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 is hereby amended and supplemented as follows:

 

On March 22, 2017, Bpifrance Participations entered into a letter agreement with the Issuer which, among other things, (i) provided that the director designated by Bpifrance Participations shall be invited and entitled to participate, as a non-voting observer, in all meetings of the audit committee of the board of directors of the Issuer, (ii) eliminated the right of Bpifrance Participations to appoint an observer to the board of directors of the Issuer pursuant to the Shareholders Agreement, as long as the director it has designated has been appointed or renewed at a given shareholder general meeting, and (iii) permits Bpifrance Participations to designate an individual, subject to certain exceptions, to attend meetings of the board of directors of the Issuer, or the audit committee thereof, as a non-voting observer, in the event the director designated by Bpifrance Participations is unable to attend such a meeting.

 

Item 7.                                                         Material to be Filed as Exhibits

 

Exhibit 1:                                           Power of Attorney — CDC.

 

Exhibit 2:                                           Power of Attorney — Bpifrance S.A.

 

Exhibit 3:                                           Power of Attorney — EPIC and Bpifrance Participations (incorporated by reference to Exhibit 3 to Amendment No. 1 to the Schedule 13G filed by Bpifrance Participations on February 14, 2017).

 

8

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: September 7, 2017

 

		CAISSE DES DÉPÔTS
	By:	/s/ Joel Prohin
		Name:	Joel Prohin
		Title:	Head of Portfolio Management
		BPIFRANCE PARTICIPATIONS S.A.
	By:	/s/ Sophie Paquin
		Name:	Sophie Paquin
		Title:	Director of Legal Affair
		BPIFRANCE S.A.
	By:	/s/ Boubakar Dione
		Name:	Boubakar Dione
		Title:	Group Director of Legal Affair
		EPIC BPIFRANCE
	By:	/s/ Sophie Paquin
		Name:	Sophie Paquin
		Title:	Director of Legal Affairs

 

9

 

Schedule I

 

		Transaction		Transaction Date		Quantity of Ordinary Shares		Price per Ordinary Share ($)		Place of Transaction
Bpifrance Participations		(Open market purchase)		05/31/17		+38,000		6.8616		New York Stock Exchange
Bpifrance Participations		(Open market purchase)		06/01/17		+9,500		6.7842		New York Stock Exchange
Bpifrance Participations		(Open market purchase)		06/01/17		+43,900		6.8873		New York Stock Exchange
Bpifrance Participations		(Open market purchase)		06/02/17		+13,500		6.903		New York Stock Exchange
Bpifrance Participations		(Open market purchase)		06/05/17		+10,500		6.9993		New York Stock Exchange
Bpifrance Participations		(Open market purchase)		06/06/17		+75,400		7.0942		New York Stock Exchange
Bpifrance Participations		(Open market purchase)		06/07/17		+110,473		7.0513		New York Stock Exchange
Bpifrance Participations		(Open market purchase)		06/08/17		+80,800		7.1484		New York Stock Exchange
Bpifrance Participations		(Open market purchase)		06/09/17		+125,525		7.1277		New York Stock Exchange
Bpifrance Participations		(Open market purchase)		06/12/17		+139,880		7.2584		New York Stock Exchange
Bpifrance Participations		(Open market purchase)		08/30/17		+150,000		10.5884		New York Stock Exchange
Bpifrance Participations		(Open market purchase)		08/31/17		+118,355		10.7835		New York Stock Exchange
Bpifrance Participations		(Open market purchase)		09/05/17		+82,601		11.1975		New York Stock Exchange
Bpifrance Participations		(Open market purchase)		09/06/17		+98,500		11.3827		New York Stock Exchange

 

10

 

APPENDIX A

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

BPIFRANCE PARTICIPATIONS S.A.

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance Participations S.A. are set forth below.  The business address of each director and executive officer is Bpifrance Participations S.A., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.  Unless otherwise indicated, each director and executive officer is a citizen of France.

 

BOARD OF DIRECTORS

 

Name		Present Principal Occupation or Employment
NICOLAS DUFOURCQ		Director, Chairman , Chief Executive Officer of Bpifrance Participations, and Chief Executive Officer of Bpifrance
VIRGINIE FERNANDES		Director, Head of the Steering Department at Caisse des Dépôts
CATHERINE MAYENOBE		Director, Corporate Secretary of the Caisse des Dépôts
PASCAL FAURE		Director, General Director of the General Directorate for Competitiveness, Industry and service of the Ministry of Economy and Finance
FREDERIC SAINT-GEOURS		Director, President of France’s Metallurgy Industries Confederation (UIMM), president of the supervisory board of SNCF
MARTINE GEROW		Director, Executive Vice-President, Finance and Administration at CWT
FRENCH STATE, represented by CHARLES SARRAZIN		Director
ANNE-HELENE CHANTAL ROIGNAN		Director, Deputy Corporate Secretary of the French Treasury
BARBARA LAVERNOS		Director, Executive Vice-President Operations at L’Oreal
EXECUTIVE OFFICERS
Name		Present Principal Occupation or Employment
NICOLAS DUFOURCQ		Chief Executive Officer
JOSÉ GONZALO		Executive Director
PIERRE BENEDETTI		Chief Financial Officer

 

11

 

APPENDIX B

 

Name, business address,  present principal occupation or employment and place of citizenship of the directors and executive officers of

 

BPIFRANCE S.A.

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance S.A. (f/k/a BPI-Groupe (bpifrance)) are set forth below.  The business address of each director and executive officer is Bpifrance S.A., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.  Unless otherwise indicated, each director and executive officer is a citizen of France.

 

DIRECTORS

 

Name		Present Principal Occupation or Employment
PIERRE-RENE LEMAS		Chairman, Chief Executive Officer of the Caisse des Dépôts
NICOLAS DUFOURCQ		Director, Chairman and Chief Executive Officer of Bpifrance Participations, and Chief Executive Officer of Bpifrance
LOUIS SCHWEITZER		Director, Public Investment General Commissioner
MAUD BAILLY-TURCHI		Director, Senior Financial Controller with the State Financial Audit Department of the Ministry of Economy and Finance
MARIE-MARGUERITE DUFAY		Director, Chairman of the Regional Council of Franche-Comté
MARTIN VIAL		Director, Chairman of the Agence des Participations de l’Etat (French State Shareholding Agency)
FLORENCE MAS		Director, Regional Director for Normandie at Caisse des Dépôts
ELISABETH HENRY-PEREZ		Director representing the employees,
ERIC VERKANT		Director representing the employees,
AMELIE FAURE		Director, Entrepreneur, Chairman of the Board of Directors of Augure
VIRGINIE CHAPRON DU JEU		Director, Group Finance Director of the Caisse des Dépôts
ERIC LOMBARD		Director, Managing Director of Generali
SANDRINE GAUDIN		Director, Head of Bilateral and International Matters at the French Treasury (Ministry of Economy and Finance)
HERVE MORIN		Director, Chairman of the Regional Council of Normandie

 

12

 

APPENDIX C

 

Name, business address,  present principal occupation or employment and place of citizenship of the directors and executive officers of

 

CAISSE DES DÉPÔTS

 

The name, business address and present principal occupation or employment of each of the members of the Management Committee of Caisse des Dépôts are set forth below.  The business address of each director and executive officer is Caisse des Dépôts, c/o 56, rue de Lille, 75007 Paris, France.  Unless otherwise indicated, each such person is a citizen of France.

 

MANAGEMENT COMMITTEE

 

Name		Present Principal Occupation or Employment
PIERRE-RENE LEMAS		Chief Executive Officer
OLIVIER MAREUSE		Savings Fund Director
ANDRE LAURENT MICHELSON		General Financial Officer, Head of Financial Transaction Processing, director coordinating the Caisse des Dépôts Group for Greater Paris
SOPHIE QUATREHOMME		Group Corporate Communications Director
ELIZABETH VIOLA		Banking Services Director
PAUL PENY		Group Human Resources Director
ALAIN BEUZELIN		Pensions and Solidarity Director
GABRIELLE GAUTHEY		Local Development and Investment Director
VIRGINIE CHAPRON DU JEU		Group Finance Director
JEAN MARC MORIN		Head of Legal and Tax Department
MARC ABADIE		Local Development and Network Director
CATHERINE MAYENOBE		Secretary General
LAURENT ZYLBERBERG		Director of International and European Relationships

 

13

 

APPENDIX D

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

EPIC BPIFRANCE

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of EPIC Bpifrance (f/k/a EPIC BPI-Groupe) are set forth below.  The business address of each director and executive officer is EPIC Bpifrance, 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.  Unless otherwise indicated, each director and executive officer is a citizen of France.

 

DIRECTORS

 

Name		Present Principal Occupation or Employment
PIERRE LEPETIT		Chairman, Chief Executive Officer of EPIC Bpifrance
FRANCOIS JAMET		Director, Head of department SETTAR at the Research and Innovation Ministry
ARNAUD JULLIAN		Director, Deputy Director at the General Directorate for Budget of the Ministry of Economy and Finance
SEBASTIEN RASPILLER		Director, Deputy Director at the Directorate of Financing, Industry and Marke of the Ministry of Economy and Finance
VERONIQUE BARRY		Director, Deputy director at the innovation and entrepreneurship department of the French Ministry of Economy and Finance
JULIEN CABES		Director, Investment Manager at the Agence des Participations de l’Etat (French State Shareholding Agency)

 

14

Exhibit 99.1

 

Exhibit 1

 

FREE TRANSLATION OF
EXCERPTS FROM EXECUTIVE ORDER

GRANTED FROM THE GENERAL MANAGER OF

CAISSE DES DÉPÔTS ET CONSIGNATIONS

 

From: Journal officiel de la République française - the official gazette of the French Republic.

 

Date of publication: June 30, 2017

 

Caisse des dépôts et des Consignations

 

Executive order (arrêté) dated June 27, 2017 delegating power of signature for the division in charge of the finances, strategy and equity interests of the Caisse des dépôts et consignations.

 

The General Manager of the Caisse des dépôts et consignations,

 

Having regard to the French Monetary and Financial Code, in particular Articles L. 518-2 et seq. and R. 518-1 et seq .;

 

Having regard to Title X of the Finance Act of April 28, 1816, as amended;

 

Having regard to the executive order dated August 17, 2016 appointing Olivier Mareuse as General Manager of  the Caisse des dépôts et consignations,

 

Resolves,

 

[…]

 

Section 2

 

Art. 7. —  In the event of the absence or incapacity of Mr. Eric Flamarion, power of signature is given, in order to sign on behalf of the General Manager (directeur général), any acts carried out in connection with the management of the portfolios of securities of the saving funds within the limits of attributions of the department of financial investments (département des placements financiers) to:

 

1° Mr. Joël Prohin, head of the asset management department (responsable du pôle gestion des portefeuilles) and, in the event of his absence or incapacity, to Mr. Pascal Coret, his deputy;

 

2° Mr. Laurent Deborde, head of the management of innovation programs and development department (responsable du pôle gestion des programmes innovation et développement);

 

3° Ms. Laurence Giraudon, head of the support and operations department (responsable du pôle support et opérations).

 

Exhibit 99.2

 

Exhibit 2

 

FREE TRANSLATION OF
POWER OF ATTORNEY

 

I, the undersigned,

 

Mr. Nicolas Dufourcq (the “Delegator”), chief executive officer of the company BPI-Groupe, a French joint stock company with share capital of 20,981,406,140 euros, headquartered at 27-31 avenue du Général Leclerc in Maisons-Alfort (94710), registered with the Trade and Companies register of Créteil under number 507 523 678 (the “Company”),

 

delegate to Mr. Boubakar Dione, Group Director of Legal Affaires (the “Delegate”), on a permanent basis, the  powers specified below in matters of (1) representation, in particular in front of jurisdictions, and (2) of choice of legal advisers:

 

1.              Delegation of powers in matters of representation, in particular in front of jurisdictions

 

·                  (…)

 

·                  sign any declaration of the crossing of threshold;

 

·                  (…)

 

2.              Delegation of powers in matters of choice of legal advisers

 

·                  (…)

 

The Delegate shall have total autonomy in the implementation of this delegation of powers and shall act in the interest of the Company and agrees to respect the applicable regulations, the provisions of the by-laws and to comply with any existing internal procedures, in particular in terms of control of engagements and expenses. In this respect, the Delegate certifies to have taken full knowledge of the by-laws of the Company and the internal regulation of the Board of the Company.

 

This power of attorney has been established for an indefinite period. It cancels and replaces any prior delegation on the same subject matters.

 

It may be modified at any time by the Delegator and it may be revoked at any time at the initiative of the Delegator or the Delegate. In any event, this power of attorney will end if the functions of the Delegate are terminated.

 

Signed at Maisons-Alfort, on July 28, 2014, in two (2) original copies,

 

Good for power of attorney,		Good for acceptance of power of attorney,
/s/ Nicolas Dufourcq		/s/ Boubakar Dione
The Delegator(1)		The Delegate(2)
Mr. Nicolas DUFOURCQ		Mr. Boubakar DIONE

 

(1)         Signature preceded by “Good for power of attorney”

(2)         Signature preceded by “Good for acceptance of power of attorney”