Criteo S.A. — Director's Dealing 2017

May 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Criteo S.A. (CRTO)
CIK: 0001576427
Period of Report: 2017-05-05

Reporting Person: Teodosiu Dan (Chief Technical Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-05	Ordinary Shares	M	3875	$25.24	Acquired	3875	Direct
2017-05-05	Ordinary Shares	S	3875	$52	Disposed	0	Direct
2017-05-05	Ordinary Shares	M	1875	$38.68	Acquired	1875	Direct
2017-05-05	Ordinary Shares	S	1875	$52	Disposed	0	Direct
2017-05-08	Ordinary Shares	M	1500	$10.61	Acquired	1500	Direct
2017-05-08	Ordinary Shares	S	1500	$52.35	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-05	Stock Option (right to buy)	$25.24	M	3875	Disposed	2024-07-30	Ordinary Shares (3875.0)	Direct
2017-05-05	Stock Option (right to buy)	$38.68	M	1875	Disposed	2025-10-29	Ordinary Shares (1875.0)	Direct
2017-05-08	Employee Warrant (right to buy)	$10.61	M	1500	Disposed	2023-02-07	Ordinary Shares (1500.0)	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 22.95 euros. The U.S. dollar equivalent of the exercise price is $25.24 using the Federal Reserve Bank of New York noon buying rate for May 5, 2017 (1.00 = $1.0996).

F3: For more information about the equity of the issuer held by the reporting person, please see the issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission ("SEC").

F4: The exercise price of the stock option is 35.18 euros. The U.S. dollar equivalent of the exercise price is $38.68 using the Federal Reserve Bank of New York noon buying rate for May 5, 2017 (1.00 = $1.0996).

F5: The exercise price of the non-employee warrant is 9.65 euros. The U.S. dollar equivalent of the exercise price is $10.61 using the Federal Reserve Bank of New York noon buying rate for May 5, 2017 (1.00 = $1.0996)

F6: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $52.30 to $52.41, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the SEC, 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.

F7: 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.

F8: Stock option granted on October 29, 2015 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.

F9: 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.