Criteo S.A. — Director's Dealing 2023

Mar 8, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Criteo S.A. (CRTO)
CIK: 0001576427
Period of Report: 2023-03-06

Reporting Person: Balla Nathalie (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-06	Ordinary Shares	M	2600	$20.90	Acquired	20400	Direct
2023-03-06	Ordinary Shares	S	2600	$32.674	Disposed	17800	Direct
2023-03-06	Ordinary Shares	M	22400	$20.90	Acquired	40200	Direct
2023-03-06	Ordinary Shares	S	22400	$32.355	Disposed	17800	Direct
2023-03-06	Ordinary Shares	M	12177	$18.49	Acquired	29977	Direct
2023-03-06	Ordinary Shares	S	12177	$32.355	Disposed	17800	Direct
2023-03-07	Ordinary Shares	M	4846	$18.62	Acquired	22646	Direct
2023-03-07	Ordinary Shares	S	4846	$32.025	Disposed	17800	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-06	Non-employee Warrant (right to buy)	$20.9	M	2600	Disposed	2028-10-25	Ordinary Shares (2600.0)	Direct
2023-03-06	Non-employee Warrant (right to buy)	$20.9	M	22400	Disposed	2028-10-25	Ordinary Shares (22400.0)	Direct
2023-03-06	Non-employee Warrant (right to buy)	$18.49	M	12177	Disposed	2029-10-24	Ordinary Shares (12177.0)	Direct
2023-03-07	Non-employee Warrant (right to buy)	$18.62	M	4846	Disposed	2029-10-24	Ordinary Shares (4846.0)	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 non-employee warrant is 19.71 euros. The U.S. dollar equivalent of the exercise price is $20.90 using the exchange rate as of March 6, 2023 (1.00 = $0.9431).

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.

F4: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $32.51 to $32.77 per share. 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 range set forth in this footnote.

F5: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $32.00 to $ 32.845 per share. 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 range set forth in this footnote.

F6: The exercise price of the non-employee warrant is 17.44 euros. The U.S. dollar equivalent of the exercise price is $18.49 using the exchange rate as of March 6, 2023 (1.00 = $ 0.9431).

F7: The exercise price of the non-employee warrant is 17.44 euros. The U.S. dollar equivalent of the exercise price is $18.62 using the exchange rate as of March 7, 2023 (1.00 = $ 0.9366).

F8: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.19 per share. 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 range set forth in this footnote.

F9: Warrant granted on October 25, 2018. One-fourth of the grant vested on the first anniversary of the grant date and an additional 1/16th of the grant vested quarterly thereafter. Warrant is set to expire on October 25, 2028.

F10: Warrant granted on October 24, 2019. One-fourth of the grant vested on the first anniversary of the grant date and an additional 1/16th of the grant vested quarterly thereafter. Warrant is set to expire on October 24, 2029.