Criteo S.A. — Director's Dealing 2016

Feb 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Criteo S.A. (CRTO)
CIK: 0001576427
Period of Report: 2016-02-22

Reporting Person: Niccoli Romain (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-22	Ordinary Shares	S	13585	$36.66	Disposed	1080426	Direct
2016-02-22	Ordinary Shares	S	1700	$37.48	Disposed	1078726	Direct
2016-02-22	Ordinary Shares	S	100	$38.32	Disposed	1078626	Direct

Footnotes

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

F2: 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.

F3: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $36.20 to $37.05, 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 and in footnote (4) to this Form 4.

F4: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $37.29 to $37.95, inclusive.