Criteo S.A. — Major Shareholding Notification 2024

Sep 10, 2024

SC 13D/A 1 ea0214101-13da7petrus_crit.htm AMENDMENT NO. 7 TO SCHEDULE 13D

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 7)*

Criteo S.A.
(Name of Issuer)
American Depositary Shares, each representing one Ordinary Share, nominal value €0.025 per share
(Title of Class of Securities)
226718104
(CUSIP Number)
Connie Neumann Office and compliance manager Petrus Advisers Ltd Eighth Floor, 6 New Street Square, New Fetter Lane London EC4A 3AQ, United Kingdom +44 20 7933 8831
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
September 6, 2024
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 226718104 13D Page 2 of 9

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Petrus Advisers Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(see instructions)	(a)	☐
		(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS* (see instructions)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Kingdom

	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	0
8	SHARED VOTING POWER
	3,610,130
9	SOLE DISPOSITIVE POWER
	0
10	SHARED DISPOSITIVE POWER
	4,063,800

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,063,800
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	(see instructions)	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.26% 1
14	TYPE OF REPORTING PERSON* (see instructions)
	FI

1 Based on 55,985,114 Shares (as defined herein) outstanding as of July 26, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed on August 1, 2024.

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CUSIP No. 226718104 13D Page 3 of 9

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Klaus Umek
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(see instructions)	(a)	☐
		(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS* (see instructions)
	OO, PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Austrian

	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	22,500
8	SHARED VOTING POWER
	3,610,130
9	SOLE DISPOSITIVE POWER
	22,500
10	SHARED DISPOSITIVE POWER
	4,063,800

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,086,300
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	(see instructions)	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.30% 2
14	TYPE OF REPORTING PERSON* (see instructions)
	IN, HC

2 Based on 55,985,114 Shares outstanding as of July 26, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed on August 1, 2024.

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CUSIP No. 226718104 13D Page 4 of 9

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Till Hufnagel
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(see instructions)	(a)	☐
		(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS* (see instructions)
	OO, PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	German

	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	212,561
8	SHARED VOTING POWER
	3,610,130
9	SOLE DISPOSITIVE POWER
	212,561
10	SHARED DISPOSITIVE POWER
	4,063,800

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,276,361
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	(see instructions)	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.64% 3
14	TYPE OF REPORTING PERSON* (see instructions)
	IN, HC

3 Based on 55,985,114 Shares outstanding as of July 26, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed on August 1, 2024.

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CUSIP No. 226718104 13D Page 5 of 9

EXPLANATORY NOTE

Pursuant to Rule 13d-2 under the Act, this Amendment No. 7 to the Schedule 13D (“Amendment No. 7”) amends certain items of the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “Commission”) on February 27, 2024, as amended by Amendment No. 1 filed with the Commission on April 18, 2024, Amendment No. 2 filed with the Commission on April 24, 2024, Amendment No. 3 filed with the Commission on May 15, 2024, Amendment No. 4 filed with the Commission on May 29, 2024, Amendment No. 5 filed with the Commission on July 11, 2024, and Amendment No. 6 filed with the Commission on August 20, 2024 (collectively, the “Schedule 13D”), relating to the American Depositary Shares (the “ADS”), each representing one ordinary share, nominal value €0.025 per share (the “Shares”) of Criteo S.A., a French société anonyme whose headquarters are located at 32 rue Blanche, 75009 Paris, France (the “Issuer”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

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CUSIP No. 226718104 13D Page 6 of 9

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

A total of approximately $34 million, excluding commissions, was used to acquire our new stake of ADS compared to the previous filing of Amendment No. 6 on August 20, 2024, which amount includes proceeds related to repurchase agreements with RBC Bank. The sources of funds used to purchase the ADS reported herein include the working capital of the investment vehicles and managed accounts that own the ADS directly, for which Petrus serves as investment manager or portfolio adviser, the personal funds of the private individuals who have signed powers of attorney in favor of Petrus, Mr. Hufnagel and Mr. Umek, and proceeds related to the Reporting Persons’ repurchase agreements with RBC Bank.

Item 5. Interest in Securities of the Issuer

Item 5(a)-(c) of the Schedule 13D is hereby amended and supplemented as follows:

(a) See rows (11) and (13) of pages 2, 3 and 4 of this Amendment No. 7 for the aggregate number of ADS and percentage of ADS beneficially owned by the Reporting Persons as of September 6, 2024. These amounts include (i) an aggregate 2,800,000 ADS that the Reporting Persons have the right to acquire within 60 days upon exercise of long standardized call options, (ii) 510,000 ADS that the Reporting Persons have the right to recall at any time at a price of $46.75, pursuant to a repurchase agreement with RBC Bank that is scheduled to terminate on October 11, 2024, and (iii) 25,000 ADS that the Reporting Persons have the right to recall at any time at a price of $0.00, pursuant to a repurchase agreement with RBC Bank that currently has no expiration date. The aggregate percentage of ADS reported beneficially owned by the Reporting Persons is based upon 55,985,114 Shares outstanding as of July 26, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed by the Issuer with the Commission on August 1, 2024.

(b) See rows (7) through (10) of pages 2, 3 and 4 of this Amendment No. 7 for the ADS as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or direct the disposition as of September 6, 2024. Each of Petrus, Mr. Hufnagel and Mr. Umek may be deemed to share voting power and share dispositive power over the ADS and options to acquire ADS held directly by the investment vehicles and managed accounts for which Petrus serves as investment manager or portfolio adviser and the private individuals who have signed powers of attorney in favor of Petrus.

(c) The transactions in the ADS effected by the Reporting Persons since the filing of Amendment No. 6 on August 20, 2024 and through September 6, 2024 are set forth on Schedule 8 attached hereto.

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CUSIP No. 226718104 13D Page 7 of 9

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Petrus Advisers Ltd.
By:	/s/ Suraj Shah
	Suraj Shah
	(Name)
	Director
	(Title)
	September 10, 2024
	(Date)

By:
Klaus Umek
(Name)
September 10, 2024
(Date)

By:
Till Hufnagel
(Name)
September 10, 2024
(Date)

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CUSIP No. 226718104 13D Page 8 of 9

SCHEDULE 8

Transactions in the ADS of the Issuer by the Reporting Persons since the filing of Amendment No. 6

The following table sets forth all transactions in the ADS effected since the filing of Amendment No. 6 on August 20, 2024 by the Reporting Persons. Except as noted below, all such transactions were effected in the open market through brokers and the price per share excludes commissions.

Reporting Person	Type	Quantity 4	Name of Security	Price 5	Trade Date 6
Petrus Advisers LTD	Buy Cover	18,750	CRTO US Equity	48.975333	20240819
Petrus Advisers LTD	Buy Cover	24,658	CRTO US Equity	48.824237	20240819
Petrus Advisers LTD	Sell	-500	CRTO US Equity	49.044600	20240819
Petrus Advisers LTD	Buy Cover	17,000	CRTO US Equity	48.900434	20240820
Petrus Advisers LTD	Buy Cover	18,532	CRTO US Equity	48.782580	20240820
Petrus Advisers LTD	Buy Cover	5,000	CRTO US Equity	49.032064	20240821
Petrus Advisers LTD	Sell	-450	CRTO US Equity	49.460000	20240821
Petrus Advisers LTD	Buy Cover	5,000	CRTO US Equity	49.065000	20240822
Petrus Advisers LTD	Sell Short	-1,321	CRTO US Equity	49.501499	20240822
Petrus Advisers LTD	Buy Cover	11,250	CRTO US Equity	49.254009	20240822
Petrus Advisers LTD	Buy Cover	3,500	CRTO US Equity	49.168703	20240822
Petrus Advisers LTD	Buy Cover	5,000	CRTO US Equity	49.077616	20240823
Petrus Advisers LTD	Buy Cover	14,834	CRTO US Equity	49.282888	20240823
Petrus Advisers LTD	Buy Cover	10,166	CRTO US Equity	49.436988	20240823
Petrus Advisers LTD	Sell	-500	CRTO US Equity	49.330000	20240823
Petrus Advisers LTD	Buy Cover	15,500	CRTO US Equity	49.237737	20240826
Petrus Advisers LTD	Sell Short	-30,589	CRTO US Equity	49.780000	20240826
Petrus Advisers LTD	Sell Short	-5,604	CRTO US Equity	49.780000	20240826
Petrus Advisers LTD	Sell Short	-3,487	CRTO US Equity	49.805139	20240826
Till Hufnagel	Sell	-15,000	CRTO US Equity	49.000000	20240826
Petrus Advisers LTD	Sell	-1,100	CRTO US Equity	49.651700	20240826
Petrus Advisers LTD	Buy Cover	78,511	CRTO US Equity	47.754741	20240827
Petrus Advisers LTD	Buy	289	CRTO US Equity	47.754741	20240827
Petrus Advisers LTD	Buy	75,855	CRTO US Equity	48.175761	20240827
Petrus Advisers LTD	Sell	-1,049	CRTO US Equity	48.998337	20240827

4	Quantity of options reflects number of contracts, with each contract representing 100 ADS.
5	Price per share in US dollars.
6	Trade dates are following the format YYYYMMDD.

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CUSIP No. 226718104 13D Page 9 of 9

Petrus Advisers LTD	Buy	5,000	CRTO US Equity	48.708596	20240827
Petrus Advisers LTD	Buy	11,000	CRTO US Equity	48.827227	20240827
Petrus Advisers LTD	Buy	5,500	CRTO US Equity	48.820553	20240827
Petrus Advisers LTD	Buy	163,800	CRTO US Equity	47.877828	20240827
Petrus Advisers LTD	Buy	11,645	CRTO US Equity	46.810538	20240827
Petrus Advisers LTD	Buy	15,500	CRTO US Equity	47.477374	20240828
Petrus Advisers LTD	Buy	27,646	CRTO US Equity	46.977031	20240828
Petrus Advisers LTD	Buy	27,500	CRTO US Equity	47.226964	20240828
Till Hufnagel	Buy	12,000	CRTO US Equity	47.340000	20240828
Petrus Advisers LTD	Buy	17,500	CRTO US Equity	46.927753	20240829
Petrus Advisers LTD	Buy	13,900	CRTO US Equity	46.954393	20240830
Petrus Advisers LTD	Buy	41,750	CRTO US Equity	46.951396	20240830
Petrus Advisers LTD	Buy	9,000	CRTO US Equity	47.077292	20240830
Petrus Advisers LTD	Buy	5,000	CRTO US Equity	45.098402	20240903
Petrus Advisers LTD	Buy	19,300	CRTO US Equity	45.544912	20240903
Petrus Advisers LTD	Buy	10,000	CRTO US Equity	45.264222	20240904
Petrus Advisers LTD	Sell	-2,450	CRTO US Equity	45.404824	20240904
Petrus Advisers LTD	Buy	43,400	CRTO US Equity	45.289775	20240904
Petrus Advisers LTD	Sell	-1,303	CRTO US Equity	45.436163	20240905
Petrus Advisers LTD	Buy	600	CRTO US Equity	44.910000	20240905
Petrus Advisers LTD	Buy	21,704	CRTO US Equity	44.539320	20240906
Petrus Advisers LTD	Buy	39,000	CRTO US Equity	44.608609	20240906
Petrus Advisers LTD	Buy	3,296	CRTO US Equity	44.530243	20240906
Petrus Advisers LTD	Buy	30,000	CRTO US Equity	44.317148	20240906
Petrus Advisers LTD	Buy	370	CRTO US Equity	44.090000	20240906

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