Cellectis — Major Shareholding Notification 2017

Feb 15, 2017

SC 13G/A 1 zaka13ga.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 1 )*

Under the Securities Exchange Act of 1934

Cellectis S.A.

(Name of Issuer)

Ordinary Shares, par value €0.05 per share

(Title of Class of Securities)

15117K103

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

x Rule 13d-1(d)

• The remainder of this cover page shall be filled out of 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 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, as amended (the “ 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 ).

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CUSIP No. 15117K103 — 1	NAME OF REPORTING PERSON Zaka Rendement S.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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 -
	6	SHARED VOTING POWER 3,298,944*
	7	SOLE DISPOSITIVE POWER - 0 -
	8	SHARED DISPOSITIVE POWER 3,298,944*
9	AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 3,298,944*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.3% (1)
12	TYPE OF REPORTING PERSON HC

• Represents shares owned as of the date hereof and does not reflect any subsequent transactions.

(1) Based on a total of 35,335,060 Ordinary Shares (as defined below) of the Issuer (as defined below), based on information provided by the Issuer as of February 9, 2017.

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CUSIP No. 15117K103 — 1	NAME OF REPORTING PERSON Hougou S.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) []
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Belgium
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER - 0 -
	6	SHARED VOTING POWER 3,298,944*
	7	SOLE DISPOSITIVE POWER - 0 -
	8	SHARED DISPOSITIVE POWER 3,298,944*
9	AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 3,298,944*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.3% (2)
12	TYPE OF REPORTING PERSON HC

• Represents shares owned as of the date hereof and does not reflect any subsequent transactions.

(2) Based on a total of 35,335,060 Ordinary Shares (as defined below) of the Issuer (as defined below), based on information provided by the Issuer as of February 9, 2017.

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CUSIP No. 15117K103 — 1	NAME OF REPORTING PERSON Pierre Bastid
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) []
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION France
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 119,392*
	6	SHARED VOTING POWER 3,298,944*
	7	SOLE DISPOSITIVE POWER 119,392*
	8	SHARED DISPOSITIVE POWER 3,298,944*
9	AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 3,418,336**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.7% (3)
12	TYPE OF REPORTING PERSON IN

• Represents shares owned and warrants held or exercisable within sixty days of the date hereof and does not reflect any subsequent transactions.

** Composed of (i) 3,298,944 Ordinary Shares held by Mr. Bastid indirectly through Hougou S.A., which in turn holds such Ordinary Shares through Zaka Rendement S.A., (ii) 56,000 Ordinary Shares held by Mr. Bastid in his personal capacity and (iii) 63,392 warrants held by Mr. Bastid in his personal capacity which are either currently exercisable or will be exercisable within sixty days of the date hereof.

(3) Based on a total of 35,398,452 ordinary shares of the Issuer, composed of 35,335,060 Ordinary Shares of the Issuer outstanding based on information provided by the Issuer as of February 9, 2017 and 63,392 warrants for Ordinary Shares beneficially owned by the reporting person.

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Item 1(a). Name of Issuer:

Cellectis S.A. (the “ Issuer ”)

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

8 rue de la Croix Jarry

75013 Paris, Île-de-France, France

Item 2(a). Name of Person Filing:

This statement is being filed jointly by Zaka Rendement S.A., a public limited company ( société anonyme ) organized under the laws of Luxembourg (“Zaka”), Hougou S.A., a public limited company ( société anonyme ) organized under the laws of Belgium (“Hougou”) and Mr. Pierre Bastid, a citizen of France.

Zaka is a public limited company ( société anonyme ) organized under the laws of Luxembourg. The address of the registered office of Zaka is 7 rue de Trois Cantons L-8399 Windhof, Luxembourg. Hougou owns 95% of the share capital of Zaka and Mr. Bastid has full control of the investment decisions of Zaka. The remaining 5% of the share capital of Zaka is held by AILE Conseil et Participations S.A.S., a French société par actions simplifiée with its registered office at 38 rue des Mathurins – 75008 Paris, France.

Hougou is a public limited company ( société anonyme ) organized under the laws of Belgium. The address of the registered office of Hougou is 480 Avenue Louise B-1050 Ixelles, Belgium. Mr. Bastid owns 99.99% of the share capital of Hougou. The remaining 0.01% is owned by SCI 35 rue du Dr Siffre, a civil property holding company ( société civile immobilière ) organized under the laws of France, which is wholly owned by the children of Mr. Bastid.

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:

Zaka

7 rue de Trois Cantons

L-8399 Windhof, Luxembourg

Hougou

480 Avenue Louise

B-1050 Ixelles, Belgium

Pierre Bastid

9 rue de la Vallée

B-1050 Ixelles, Belgium

Item 2(c). Citizenship:

See response to Item 4 of each of the cover pages.

Item 2(d). Title of Class of Securities:

Ordinary Shares, €0.05 par value (“ Ordinary Shares ”)

Item 2(e). CUSIP Number:

15117K103

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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 Exchange Act (15 U.S.C. 78o). |
| --- | --- | --- |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the
Exchange Act (15 U.S.C. 78c) . |
| (c) | ¨ | Insurance company as defined in Section
3(a)(19) of the Exchange 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) | ¨ | Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| (f) | ¨ | Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F) . |
| (g) | ¨ | Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| (h) | ¨ | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| (i) | ¨ | 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 § 240.13d-1(b)(1)(ii)(J). |
| (k) | ¨ | Group in accordance with §240.13d-1(b)(1)(ii)(K). |
| If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: __ . | | |

Item 4. Ownership

(a)	Amount Beneficially Owned:
	See responses to Item 9 on each cover page.
(b)	Percent of Class:
	See responses to Item 11 on each cover page.
(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.
	(ii)	Shared power to vote or to direct the vote: See responses to Item 6 on each cover page.
	(iii)	Sole power to dispose or to direct the disposition of: See responses to Item 7 on each cover page.
	(iv)	Shared power to dispose or to direct the disposition
of: See responses to Item 8 on each cover page.

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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 ☐ .

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 or Control Person.

See response to Item 2(a) above.

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

Not Applicable.

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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: February 14, 2017

Zaka Rendement S.A.
By: /s/ Olivier Revol ___
Name: Olivier Revol
Title: Director B
By: /s/Aurélie Parage __
Name: Aurélie Parage
Title: Director A
Hougou S.A.
By: /s/ Olivier Revol ___
Name: Olivier Revol
Title: Managing Director
By: /s/ Pierre Bastid ___
Name: Pierre Bastid
Title: Director
Pierre Bastid
_ /s/ Pierre Bastid _______

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Exhibit Index

Exhibit 1 Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act

Exhibit 2 Accession to Agreement of Joint Filing

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