Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

 

	Criteo S.A.
	(Name of Issuer)
	American Depositary Shares, each representing one Ordinary Share, nominal value €0.025 per share
	(Title of Class of Securities)
	226718104
	(CUSIP Number)
	Connie Neumann Office and compliance manager Petrus Advisers Ltd Eighth Floor, 6 New Street Square, New Fetter Lane London EC4A 3AQ, United Kingdom [phone]
	(Name, Address and Telephone Number of Person
	Authorized to Receive Notices and Communications)
	July 9, 2024
	(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-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).

 

 

 

 

 

CUSIP No. 226718104

13D

Page 2 of 10

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Petrus Advisers Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(see instructions)	(a)	☐
		(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS* (see instructions)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Kingdom

 

	7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		0
	8	SHARED VOTING POWER
		3,843,847
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		4,258,257

 

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,258,257
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	(see instructions)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.51%1
14	TYPE OF REPORTING PERSON* (see instructions)
	FI

 

1

Based on 56,687,497 Shares (as defined herein) outstanding as of April 30, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed on May 2, 2024.

 

 

 

CUSIP No. 226718104

13D

Page 3 of 10

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Klaus Umek
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(see instructions)	(a)	☐
		(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS* (see instructions)
	OO, PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Austrian

 

	7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		71,583
	8	SHARED VOTING POWER
		3,843,847
	9	SOLE DISPOSITIVE POWER
		71,583
	10	SHARED DISPOSITIVE POWER
		4,258,257

 

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,329,840
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	(see instructions)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.64%2
14	TYPE OF REPORTING PERSON* (see instructions)
	IN, HC

 

2

Based on 56,687,497 Shares outstanding as of April 30, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed on May 2, 2024.

 

 

 

CUSIP No. 226718104

13D

Page 4 of 10

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Till Hufnagel
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(see instructions)	(a)	☐
		(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS* (see instructions)
	OO, PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	German

 

	7	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		185,561
	8	SHARED VOTING POWER
		3,843,847
	9	SOLE DISPOSITIVE POWER
		185,561
	10	SHARED DISPOSITIVE POWER
		4,258,257

 

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,443,818
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	(see instructions)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.84%3
14	TYPE OF REPORTING PERSON* (see instructions)
	IN, HC

 

3

Based on 56,687,497 Shares outstanding as of April 30, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed on May 2, 2024.

 

 

 

CUSIP No. 226718104

13D

Page 5 of 10

 

EXPLANATORY NOTE

 

Pursuant to Rule 13d-2 under the Act, this Amendment No. 5 to the Schedule 13D (“Amendment No. 5”) amends certain items of the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “Commission”) on February 27, 2024, as amended by Amendment No. 1 filed with the Commission on April 18, 2024, Amendment No. 2 filed with the Commission on April 24, 2024, Amendment No. 3 filed with the Commission on May 15, 2024, and Amendment No. 4 filed with the Commission on May 29, 2024 (collectively, the “Schedule 13D”), relating to the American Depository Shares (the “ADS”), each representing one ordinary share, nominal value €0.025 per share (the “Shares”) of Criteo S.A., a French société anonyme whose headquarters are located at 32 rue Blanche, 75009 Paris, France (the “Issuer”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

 

 

 

CUSIP No. 226718104

13D

Page 6 of 10

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:   

 

Because the Reporting Persons have generated more proceeds from sales of ADS than they have spent on acquiring ADS and options to acquire ADS since the filing of Amendment No. 4 on May 29, 2024, the Reporting Persons have not had to source additional funds to acquire the ADS and options to acquire ADS purchased since the filing of Amendment No. 4 on May 29, 2024.

 

Item 5. Interest in Securities of the Issuer

 

Item 5(a)-(c) of the Schedule 13D is hereby amended and supplemented as follows:

 

(a)

See rows (11) and (13) of pages 2, 3 and 4 of this Amendment No. 5 for the aggregate number of ADS and percentage of ADS beneficially owned by the Reporting Persons as of July 9, 2024. These amounts include (i) an aggregate 3,600,000 ADS that the Reporting Persons have the right to acquire within 60 days upon exercise of long standardized call options, and (ii) 310,000 ADS that the Reporting Persons have the right to recall at any time at a price of $29.7930, and 200,000 ADS that the Reporting Persons have the right to recall at any time at a price of $29.036, both pursuant to a repurchase agreement with RBC Bank that is scheduled to terminate on July 11, 2024. The aggregate percentage of ADS reported beneficially owned by the Reporting Persons is based upon 56,687,497 Shares outstanding as of April 30, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed by the Issuer with the Commission on May 2, 2024.

 

(b)

See rows (7) through (10) of pages 2, 3 and 4 of this Amendment No. 5 for the ADS as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or direct the disposition as of July 9, 2024. Each of Petrus, Mr. Hufnagel and Mr. Umek may be deemed to share voting power and share dispositive power over the ADS and options to acquire ADS held directly by the investment vehicles and managed accounts for which Petrus serves as investment manager or portfolio adviser and the private individuals who have signed powers of attorney in favor of Petrus.

 

(c)	The transactions in the ADS effected by the Reporting Persons since the filing of Amendment No. 4 on May 29, 2024 and through July 9, 2024 are set forth on Schedule 6 attached hereto.

 

 

 

CUSIP No. 226718104

13D

Page 7 of 10

 

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.

 

		Petrus Advisers Ltd.
	By:	/s/ Suraj Shah
		Suraj Shah
		(Name)
		Director
		(Title)
		July 11, 2024
		(Date)

 

	By:	/s/ Klaus Umek
		Klaus Umek
		(Name)
		July 11, 2024
		(Date)

 

	By:	/s/ Till Hufnagel
		Till Hufnagel
		(Name)
		July 11, 2024
		(Date)

 

 

 

CUSIP No. 226718104

13D

Page 8 of 10

 

SCHEDULE 6

 

Transactions in the ADS of the Issuer by the Reporting Persons since the filing of Amendment No. 4

 

The following table sets forth all transactions in the ADS effected since the filing of Amendment No. 4 on May 29, 2024 by the Reporting Persons. Except as noted below, all such transactions were effected in the open market through brokers and the price per share excludes commissions.

 

Reporting Person		Type		Quantity4		Name of Security		Price5		Trade Date6
Petrus Advisers LTD		Sell		-2,643		CRTO US Equity		39.237040		20240528
Petrus Advisers LTD		Sell		-25,000		CRTO US Equity		39.071350		20240528
Petrus Advisers LTD		Sell		-25,000		CRTO US Equity		39.095489		20240528
Petrus Advisers LTD		Sell		-80,319		CRTO US Equity		39.107847		20240528
Petrus Advisers LTD		Buy		29,000		CRTO US Equity		39.485072		20240529
Petrus Advisers LTD		Sell		-5,135		CRTO US Equity		39.805418		20240529
Petrus Advisers LTD		Sell		-100		CRTO US Equity		39.520000		20240529
Petrus Advisers LTD		Buy		17,250		CRTO US Equity		39.470825		20240530
Petrus Advisers LTD		Buy		29,678		CRTO US Equity		39.260485		20240530
Petrus Advisers LTD		Buy		2,750		CRTO US Equity		39.364651		20240530
Petrus Advisers LTD		Buy		40,000		CRTO US Equity		38.847020		20240531
Petrus Advisers LTD		Sell		-1,626		CRTO US Equity		39.178536		20240531
Petrus Advisers LTD		Buy		11,500		CRTO US Equity		38.950163		20240603
Petrus Advisers LTD		Buy		3,000		CRTO US Equity		38.783183		20240603
Petrus Advisers LTD		Buy		27,600		CRTO US Equity		38.046354		20240604
Petrus Advisers LTD		Buy		5,300		CRTO US Equity		37.895612		20240604
Petrus Advisers LTD		Buy		1,900		CRTO US Equity		38.132976		20240604
Petrus Advisers LTD		Sell		-2,100		CRTO US Equity		38.512179		20240605
Petrus Advisers LTD		Sell		-4,680		CRTO US Equity		38.550549		20240605
Petrus Advisers LTD		Buy		4,000		CRTO US Equity		38.705332		20240606
Petrus Advisers LTD		Sell		-18,915		CRTO US Equity		38.927145		20240606
Petrus Advisers LTD		Buy		12,000		CRTO US Equity		38.851958		20240607
Petrus Advisers LTD		Buy		7,000		CRTO US Equity		38.311210		20240610
Petrus Advisers LTD		Sell		-26,862		CRTO US Equity		38.534455		20240610
Petrus Advisers LTD		Buy		13,500		CRTO US Equity		38.362635		20240611

 

4	Quantity of options reflects number of contracts, with each contract representing 100 ADS.
5	Price per share in US dollars.
6	Trade dates are following the format YYYYMMDD.

 

 

 

 

CUSIP No. 226718104

13D

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Petrus Advisers LTD		Buy		1,500		CRTO US Equity		38.387633		20240611
Petrus Advisers LTD		Buy		6,000		CRTO US Equity		38.269025		20240612
Petrus Advisers LTD		Buy		1,000		CRTO US Equity		38.319540		20240612
Petrus Advisers LTD		Buy		10,000		CRTO US Equity		37.203955		20240613
Petrus Advisers LTD		Buy		8,030		CRTO US Equity		37.316021		20240613
Petrus Advisers LTD		Buy		23,241		CRTO US Equity		37.238932		20240613
Petrus Advisers LTD		Buy		121		CRTO US Equity		37.701736		20240613
Petrus Advisers LTD		Buy		3,000		CRTO US Equity		37.189308		20240613
Petrus Advisers LTD		Buy		4,500		CRTO US Equity		36.987909		20240614
Petrus Advisers LTD		Buy		34,000		CRTO US Equity		36.180544		20240614
Petrus Advisers LTD		Buy		14,330		CRTO US Equity		36.288593		20240614
Petrus Advisers LTD		Buy		15,000		CRTO US Equity		35.910000		20240614
Petrus Advisers LTD		Buy		2,250		CRTO US Equity		35.942676		20240617
Petrus Advisers LTD		Buy		1,000		CRTO US Equity		35.897980		20240617
Petrus Advisers LTD		Sell		-10,290		CRTO US Equity		36.015811		20240617
Petrus Advisers LTD		Buy		3,500		CRTO US Equity		35.933523		20240618
Petrus Advisers LTD		Buy		15,000		CRTO US Equity		35.714520		20240618
Petrus Advisers LTD		Buy		1,500		CRTO US Equity		35.898940		20240618
Petrus Advisers LTD		Buy		30,000		CRTO US Equity		35.526330		20240618
Petrus Advisers LTD		Buy		6,500		CRTO US Equity		35.560497		20240620
Petrus Advisers LTD		Buy		13,500		CRTO US Equity		35.953359		20240620
Petrus Advisers LTD		Buy		1,798		CRTO US Equity		35.577965		20240620
Petrus Advisers LTD		Buy		28,422		CRTO US Equity		35.885947		20240620
Petrus Advisers LTD		Buy		4,000		CRTO US Equity		36.050848		20240620
Petrus Advisers LTD		Sell		-18,300		CRTO US Equity		36.060000		20240620
Petrus Advisers LTD		Exercise		-5,000 500,000		CRTO US 06/21/24 C35 Equity CRTO US Equity		0.000000 35.000000		20240621 20240621
Petrus Advisers LTD		Buy		49,700		CRTO US Equity		35.961276		20240621
Petrus Advisers LTD		Buy		19,400		CRTO US Equity		35.970515		20240621
Petrus Advisers LTD		Buy		5,000		CRTO US 07/19/24 C35 Equity		2.220000		20240624
Petrus Advisers LTD		Buy		5,000		CRTO US 08/16/24 C35 Equity		3.280000		20240624
Petrus Advisers LTD		Buy		24,500		CRTO US Equity		35.934058		20240624
Petrus Advisers LTD		Buy		54,250		CRTO US Equity		35.980852		20240624
Petrus Advisers LTD		Sell		-320,000		CRTO US Equity		35.500000		20240624
Petrus Advisers LTD		Sell		-300,000		CRTO US Equity		35.500000		20240624
Petrus Advisers LTD		Buy		41,152		CRTO US Equity		35.800000		20240624
Petrus Advisers LTD		Buy		1,250		CRTO US Equity		35.892584		20240624
Petrus Advisers LTD		Sell		-41,152		CRTO US Equity		35.800000		20240625
Petrus Advisers LTD		Buy		5,000		CRTO US 07/19/24 C45 Equity		0.500000		20240626
Petrus Advisers LTD		Buy		10,000		CRTO US 08/16/24 C35 Equity		3.600000		20240626
Petrus Advisers LTD		Buy		5,000		CRTO US 10/18/24 C45 Equity		1.000000		20240626
Petrus Advisers LTD		Sell		-42,667		CRTO US Equity		36.105762		20240626
Petrus Advisers LTD		Sell		-77,663		CRTO US Equity		36.200000		20240626
Petrus Advisers LTD		Sell		-686,971		CRTO US Equity		36.200000		20240626
Petrus Advisers LTD		Sell		-35,366		CRTO US Equity		36.200000		20240626
Petrus Advisers LTD		Sell Short		-39,700		CRTO US Equity		36.145000		20240626
Petrus Advisers LTD		Sell Short		-4,693		CRTO US Equity		36.508543		20240626
Petrus Advisers LTD		Sell Short		-37,900		CRTO US Equity		36.480000		20240627
Petrus Advisers LTD		Sell Short		-74,900		CRTO US Equity		36.559065		20240627
Petrus Advisers LTD		Sell Short		-50,500		CRTO US Equity		36.900079		20240627
Petrus Advisers LTD		Sell Short		-12,100		CRTO US Equity		36.540000		20240627
Petrus Advisers LTD		Sell Short		-2,406		CRTO US Equity		36.627594		20240627
Petrus Advisers LTD		Sell Short		-1,576		CRTO US Equity		36.652411		20240627
Petrus Advisers LTD		Buy Cover		30,320		CRTO US Equity		36.733175		20240627
Petrus Advisers LTD		Buy Cover		23,064		CRTO US Equity		36.873140		20240627
Klaus Umek		Sell		-2,100		CRTO US Equity		36.450500		20240627

 

 

 

 

CUSIP No. 226718104

13D

Page 10 of 10

 

Petrus Advisers LTD		Buy Cover		1,000		CRTO US Equity		37.064250		20240628
Petrus Advisers LTD		Sell Short		-72,239		CRTO US Equity		37.550394		20240628
Petrus Advisers LTD		Sell Short		-79,000		CRTO US Equity		37.351366		20240628
Petrus Advisers LTD		Buy Cover		1,500		CRTO US Equity		37.936287		20240701
Petrus Advisers LTD		Buy Cover		5,750		CRTO US Equity		37.925564		20240701
Petrus Advisers LTD		Sell Short		-36,700		CRTO US Equity		37.946717		20240701
Petrus Advisers LTD		Sell Short		-2,462		CRTO US Equity		38.004557		20240701
Petrus Advisers LTD		Sell Short		-5,459		CRTO US Equity		38.006815		20240701
Petrus Advisers LTD		Buy		12,750		CRTO US Equity		37.946431		20240702
Petrus Advisers LTD		Sell Short		-99,500		CRTO US Equity		38.005000		20240702
Petrus Advisers LTD		Sell Short		-23,856		CRTO US Equity		37.991963		20240702
Petrus Advisers LTD		Sell Short		-21,900		CRTO US Equity		37.966941		20240702
Petrus Advisers LTD		Sell Short		-46,400		CRTO US Equity		37.990000		20240702
Petrus Advisers LTD		Buy		9,250		CRTO US Equity		38.006379		20240702
Petrus Advisers LTD		Sell		-1,544		CRTO US Equity		38.145091		20240702
Petrus Advisers LTD		Sell Short		-12,103		CRTO US Equity		38.118428		20240702
Petrus Advisers LTD		Buy Cover		11,500		CRTO US Equity		38.211090		20240703
Petrus Advisers LTD		Sell Short		-74,200		CRTO US Equity		38.366132		20240703
Petrus Advisers LTD		Sell Short		-9,400		CRTO US Equity		38.545000		20240703
Petrus Advisers LTD		Sell Short		-14,900		CRTO US Equity		38.690302		20240703
Petrus Advisers LTD		Sell Short		-14,400		CRTO US Equity		38.715000		20240703
Petrus Advisers LTD		Buy Cover		1,250		CRTO US Equity		38.103520		20240703
Petrus Advisers LTD		Sell Short		-51,064		CRTO US Equity		38.854868		20240703
Petrus Advisers LTD		Sell Short		-3,039		CRTO US Equity		39.007335		20240703
Klaus Umek		Sell		-7,374		CRTO US Equity		38.008600		20240703
Petrus Advisers LTD		Buy		26,750		CRTO US Equity		39.017797		20240705
Petrus Advisers LTD		Sell Short		-5,400		CRTO US Equity		39.125000		20240705
Petrus Advisers LTD		Sell Short		-212,200		CRTO US Equity		39.013954		20240705
Petrus Advisers LTD		Sell Short		-20,000		CRTO US Equity		39.165000		20240705
Petrus Advisers LTD		Sell Short		-500		CRTO US Equity		39.202000		20240705
Petrus Advisers LTD		Sell Short		-78,500		CRTO US Equity		39.201443		20240705
Petrus Advisers LTD		Sell Short		-90,000		CRTO US Equity		39.343777		20240705
Petrus Advisers LTD		Sell Short		-90,000		CRTO US Equity		40.002429		20240705
Petrus Advisers LTD		Sell Short		-153,352		CRTO US Equity		40.000444		20240705
Petrus Advisers LTD		Sell		-500		CRTO US Equity		39.420000		20240705
Petrus Advisers LTD		Buy Cover		6,431		CRTO US Equity		40.015074		20240708
Klaus Umek		Sell (directly to Petrus Advisers LTD)		-4,075		CRTO US Equity		39.900000		20240708
Petrus Advisers LTD		Buy Cover (directly from Klaus Umek)		4,075		CRTO US Equity		39.900000		20240708
Petrus Advisers LTD		Sell Short		-957		CRTO US Equity		40.220000		20240708
Petrus Advisers LTD		Buy Cover		34,000		CRTO US Equity		39.943987		20240708
Petrus Advisers LTD		Buy Cover		6,228		CRTO US Equity		39.909411		20240708
Petrus Advisers LTD		Buy Cover		13,697		CRTO US Equity		39.804002		20240708
Petrus Advisers LTD		Buy Cover		6,339		CRTO US Equity		39.740552		20240709
Petrus Advisers LTD		Exercise (Cover)		-5,000 500,000		CRTO US 07/19/24 C35 Equity CRTO US Equity		0.000000 35.000000		20240709 20240709
Petrus Advisers LTD		Buy Cover		4,000		CRTO US Equity		39.912053		20240709
Petrus Advisers LTD		Buy Cover		34,000		CRTO US Equity		39.680641		20240709
Petrus Advisers LTD		Buy Cover		4,407		CRTO US Equity		39.809337		20240709
Petrus Advisers LTD		Exercise (Cover)		-2,500 250,000		CRTO US 07/19/24 C32.5 Equity CRTO US Equity		0.000000 32.500000		20240709 20240709
Petrus Advisers LTD		Exercise (Cover)		-4,450 445,000		CRTO US 07/19/24 C35 Equity CRTO US Equity		0.000000 35.000000		20240709 20240709

 

 

 

 

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