Criteo S.A. — Director's Dealing 2016

Apr 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Criteo S.A. (CRTO)
CIK: 0001576427
Period of Report: 2016-04-25

Reporting Person: Eichmann Eric (Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-25	Ordinary Shares	M	20000	$11.72	Acquired	40920	Direct
2016-04-26	Ordinary Shares	S	10000	$43.04	Disposed	30920	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-25	Stock Option (right to buy)	$11.72	M	20000	Disposed	2023-04-18	Ordinary Shares (20000.0)	Direct

Footnotes

F1: The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.

F2: The exercise price of the stock option is 10.43 euros. The U.S. dollar equivalent of the exercise price is $11.72 using the Federal Reserve Bank of New York noon buying rate for April 22, 2016 (1.00 = $1.1239).

F3: 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.

F4: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $43.00 to $43.28, inclusive. 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 sold at each separate price within the ranges set forth in this footnote to this Form 4.

F5: Stock option granted on April 18, 2013. One-fourth of the grant vested on the first anniversary of the grant date and an additional 1/16th of the grant vests quarterly thereafter, subject to continued service through each vesting date.