Criteo S.A. — Director's Dealing 2016

Jan 4, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Criteo S.A. (CRTO)
CIK: 0001576427
Period of Report: 2016-01-01

Reporting Person: Niccoli Romain (Chief Technology Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	1201706	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Warrant (right to buy)	$5.95	2022-04-30	Ordinary Shares (35856.0)		Direct
Employee Warrant (right to buy)	$8.28	2022-10-25	Ordinary Shares (61845.0)		Direct
Stock Option (right to buy)	$22.95	2024-07-30	Ordinary Shares (142003.0)		Direct
Stock Option (right to buy)	$35.18	2025-10-29	Ordinary Shares (50000.0)		Direct

Footnotes

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

F2: Employee warrant granted on April 30, 2012. 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.

F3: The exercise price of the warrant is in Euros. The U.S. dollar equivalent of the exercise price is $6.52 using the Federal Reserve Bank of New York noon buying rate for December 24, 2015 (1.00 = $1.0955).

F4: The exercise price of the warrant is in Euros. The U.S. dollar equivalent of the exercise price is $9.07 using the Federal Reserve Bank of New York noon buying rate for December 24, 2015 (1.00 = $1.0955).

F5: Stock option granted on July 30, 2014 under the Issuer's 2014 Stock Option Plan. 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.

F6: The exercise price of the stock option is in Euros. The U.S. dollar equivalent of the exercise price is $25.14 using the Federal Reserve Bank of New York noon buying rate for December 24, 2015 (1.00 = $1.0955).

F7: Stock option granted on October 29, 2015 under the Issuer's 2014 Stock Option Plan. One-fourth of the grant will vest 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.

F8: The exercise price of the stock option is in Euros. The U.S. dollar equivalent of the exercise price is $38.54 using the Federal Reserve Bank of New York noon buying rate for December 24, 2015 (1.00 = $1.0955).