Criteo S.A. — Director's Dealing 2022

Mar 1, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Criteo S.A. (CRTO)
CIK: 0001576427
Period of Report: 2022-02-24

Reporting Person: Damon Ryan (EVP, Gen Counsel, Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-24	Ordinary Shares	A	23557	—	Acquired	141864	Direct
2022-02-24	Ordinary Shares	A	25747	—	Acquired	167611	Direct

Footnotes

F1: The Ordinary Shares may be represented by American Depository Shares, each of which represents One Ordinary Share.

F2: The shares are subject to time based vesting as follows: 50% of the shares will vest on the two-year anniversary of the grant date, and the remainder will vest in equal portions at the end of each quarter during the two-year period thereafter.

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: On February 25, 2021, the reporting person was granted performance-based stock units covering 25,747 shares of the Issuer at the target performance level, which would become eligible to vest based on the achievement of performance goals. On February 24, 2022, the performance criteria were met, resulting in 25,747 shares becoming eligible to time based vesting as follows: 50% of the shares will vest on the two-year anniversary of the grant date, and the remainder will vest in equal portions at the end of each quarter during the two-year period thereafter.