SEQUANS COMMUNICATIONS — Major Shareholding Notification 2016

Sep 20, 2016

SC 13D/A 1 a16-18693_1sc13da.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)

Under the Securities Exchange Act of 1934 (Amendment No. 2)*

Sequans Communications S.A.

(Name of Issuer)

Ordinary shares, nominal value €0.02

(Title and Class of Securities)

817323108 (American Depositary Shares, each representing one ordinary share)

(CUSIP Number)

Sophie Paquin

Bpifrance Participations

27-31, avenue du Générale Leclerc

94710 Maisons-Alfort Cedex

France

+33 1 5389 5503

With copy to:

Diana Billik

Allen & Overy LLP

52 Avenue Hoche

CS 90005

75379 Paris

France

+33 1 4006 5400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 15, 2016

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o .

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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.

SEQ.=1,FOLIO='',FILE='C:\JMS\109493\16-18693-1\task8105276\18693-1-ba.htm',USER='109493',CD='Sep 20 14:12 2016'

2	Name of Reporting Person I.R.S. Identification of Above Person Caisse des Dépôts et Consignations — Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	o
3	SEC Use Only
4	Source of Funds WC
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6	Citizenship or Place of Organization France
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power 0
	8	Shared Voting Power 8,960,561
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 8,960,561
11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,960,561
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 12.03%
14	Type of Reporting Person OO

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\109502\16-18693-1\task8105274\18693-1-bc.htm',USER='109502',CD='Sep 20 14:11 2016'

2	Name of Reporting Person I.R.S. Identification of Above Person Bpifrance Participations — Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	o
3	SEC Use Only
4	Source of Funds WC
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6	Citizenship or Place of Organization France
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power 0
	8	Shared Voting Power 8,960,561
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 8,960,561
11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,960,561
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 12.03%
14	Type of Reporting Person OO

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\109502\16-18693-1\task8105274\18693-1-bc.htm',USER='109502',CD='Sep 20 14:11 2016'

2	Name of Reporting Person I.R.S. Identification of Above Person Bpifrance S.A.(formerly known as “BPI-Groupe (bpifrance)”) — Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	o
3	SEC Use Only
4	Source of Funds WC
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6	Citizenship or Place of Organization France
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power 0
	8	Shared Voting Power 8,960,561
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 8,960,561
11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,960,561
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 12.03%
14	Type of Reporting Person OO

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\109502\16-18693-1\task8105274\18693-1-bc.htm',USER='109502',CD='Sep 20 14:11 2016'

2	Name of Reporting Person I.R.S. Identification of Above Person EPIC Bpifrance (formerly known as “EPIC BPI-Groupe”) — Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	o
3	SEC Use Only
4	Source of Funds WC
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6	Citizenship or Place of Organization France
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power 0
	8	Shared Voting Power 8,960,561
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 8,960,561
11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,960,561
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
13	Percent of Class Represented by Amount in Row (11) 12.03%
14	Type of Reporting Person OO

5

SEQ.=1,FOLIO='5',FILE='C:\JMS\109502\16-18693-1\task8105274\18693-1-bc.htm',USER='109502',CD='Sep 20 14:11 2016'

This Amendment No. 2 relates to the ordinary shares, nominal value €0.02 per share, (“Ordinary Shares”) of Sequans Communications S.A., a société anonyme incorporated in France (the “Issuer”) and amends the Schedule 13D filed on November 21, 2013, as amended by Amendment No. 1 filed on December 24, 2015 (as amended, the “Schedule 13D”). Unless otherwise indicated, all capitalized terms used but not defined herein have the meaning ascribed to such terms in the Schedule 13D.

Item 2. Identity and Background.

Item 2 is hereby amended and restated as follows:

This Statement on Schedule 13D is filed jointly by (i) the Caisse des Dépôts et Consignations, a French special public entity ( établissement special ) (“CDC”), (ii) Bpifrance Participations, a société anonyme incorporated under the laws of the Republic of France (“Bpifrance Participations”), (iii) Bpifrance S.A., a société anonyme incorporated under the laws of the Republic of France (“Bpifrance”) and (iv) EPIC Bpifrance, a French public institution of industrial and commercial nature (“EPIC”) . CDC, Bpifrance Participations, Bpifrance and EPIC are referred to herein collectively as the “Reporting Persons.” The principal address for CDC is 56, rue de Lille, 75007 Paris, France. The principal address for Bpifrance Participations, Bpifrance and EPIC is 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.

Bpifrance Participations is a French public investment fund specializing in the business of equity financing via direct investments or fund of funds. Bpifrance Participations is the wholly-owned subsidiary of Bpifrance S.A, a French financial institution especially created for this purpose. CDC and EPIC each hold 50% of the share capital of Bpifrance S.A. and jointly control Bpifrance S.A. CDC is principally engaged in the business of long-term investments. EPIC, a French public institution of industrial and commercial nature, is principally engaged in the business of banking finance.

As of the date hereof, pursuant to the transaction that took place on September 20, 2016 described under Item 3, Bpifrance Participations holds directly 8,960,561 Ordinary Shares. As of the date hereof, none of Bpifrance S.A., CDC and EPIC holds any Ordinary Shares directly. Bpifrance S.A. may be deemed to be the beneficial owner of 8,960,561Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations,

6

SEQ.=1,FOLIO='6',FILE='C:\JMS\109487\16-18693-1\task8105400\18693-1-be.htm',USER='109487',CD='Sep 20 16:17 2016'

CDC and EPIC may be deemed to be the beneficial owner of 8,960,561 Ordinary Shares, indirectly through their joint ownership and control of Bpifrance S.A.

Attached as Appendices A, B, C and D to Item 2 is information concerning the executive officers and directors of Bpifrance Participations, Bpifrance S.A., CDC and EPIC, respectively, required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D.

None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Appendices A, B, C and D to Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

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

Item 3 is hereby amended and restated as follows:

On September 20, 2016, Bpifrance Participations purchased 3,030,300 Ordinary Shares from the underwriters for an aggregate purchase price of $4,999,995, at the closing of the capital increase transaction described in the Issuer’s prospectus supplement filed pursuant to Rule 424(b)(2) with the Securities and Exchange Commission on September 15, 2016. Bpifrance Participations obtained the funds to purchase the Ordinary Shares from working capital.

7

SEQ.=1,FOLIO='7',FILE='C:\JMS\109487\16-18693-1\task8105400\18693-1-be.htm',USER='109487',CD='Sep 20 16:17 2016'

Item 4. Purpose of Transaction.

Paragraph 2 of Item 4 is hereby amended as follows and other paragraphs remain the same:

In connection with its purchase of the Ordinary Shares on November 26, 2013, Bpifrance Participations and Dr. Georges Karam, chairman of the board of directors of the Issuer, entered into a letter agreement dated November 20, 2013 (the “Agreement”). Pursuant to the Agreement, Dr. Karam has agreed, subject to certain exceptions, so long as Bpifrance Participations or Bpifrance S.A. owns at least 5% of the outstanding shares or voting rights of the Issuer, (i) to support the designation of a director by Bpifrance Participations to serve on the Issuer’s board of directors, and (ii) to hold at least (x) 2,485,942 ordinary shares of the Issuer, which represents 80% of his current share ownership (not including stock options), until at least 12 months after the offering and (y) 1,533,714 ordinary shares of the Issuer, which represents 50% of his current share ownership (not including stock options), until December 1, 2016. The description of the Agreement is qualified in its entirety by the terms of the Agreement, which was filed as Exhibit 99.1 to the Schedule 13D filed on November 21, 2013.

In connection with its purchase of the Ordinary Shares on September 20, 2016, Dr. Georges Karam, chairman of the board of directors and chief executitve officer of the Issuer, made certain undertakings to Bpifrance Participations in a letter dated September 14, 2016, (the “Undertaking”), which supercede and replace relevant parts of the Agreement. Pursuant to the Undertaking, Dr. Karam has agreed to support the designation of Bpifrance Participations as a director to serve on the Issuer’s board of directors, and, so long as Bpifrance Participations or its affiliates owns at least 5% of the outstanding shares or voting rights of the Issuer, to support the renewal of the mandate of Bpifrance Participations when such mandate will expire. The description of the Undertaking is qualified in its entirety by the terms of the Undertaking, which is filed as Exhibit 99.1 hereto, and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Item 4 is hereby amended and restated as follows:

Bpifrance Participations directly holds 8,960,561Ordinary Shares, and all such Ordinary Shares are represented by ADRs. Bpifrance S.A. may be deemed to be the beneficial owner of 8,960,561 Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations. CDC and EPIC may be deemed to be the beneficial owner of 8,960,561Ordinary Shares, indirectly through their joint ownership and control of Bpifrance S.A.

As set out in Item 4 above, in connection with its purchase of the Ordinary Shares, Bpifrance Participations also received certain undertakings relating to its purchase of the Common Shares from Dr. Georges Karam, chairman of the board of directors and chief executive officer of the Issuer.

(a) See also the information contained on the cover pages of this Statement on Schedule 13D which is incorporated herein by reference. The percentage of Ordinary Shares beneficially owned by each Reporting Person is based on 74,483,390 outstanding Ordinary Shares of the Issuer, as set out in the Issuer’s prospectus supplement filed pursuant to Rule 424(b)(2) with the Securities and Exchange Commission on September 15, 2016.

(b) See the information contained on the cover pages of this Statement on Schedule 13D, which is incorporated herein by reference.

(c) There have been no reportable transactions with respect to the Ordinary Shares or ADSs of the Issuer within the last 60 days by the Reporting Persons other than as described in this Statement on Schedule 13D.

(d) Not applicable.

(e) Not applicable.

Item 7. Material to be Filed as Exhibits.

99.1 Letter undertaking dated September 14, 2016 to Bpifrance by Dr. Georges Karam.

8

SEQ.=1,FOLIO='8',FILE='C:\JMS\109487\16-18693-1\task8105400\18693-1-be.htm',USER='109487',CD='Sep 20 16:17 2016'

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.

Dated: September 20, 2016

CAISSE DES DÉPÔTS ET CONSIGNATIONS
By:	/S/ Alain MINCZELES
Name : Alain MINCZELES
Title : Head of Finance Division
BPIFRANCE PARTICIPATIONS
By:	/S/ Nicolas DUFOURCQ
Name: Nicolas DUFOURCQ
Title: Chairman of the Board and Chief Executive Officer
BPIFRANCE
By:	/S/ Nicolas DUFOURCQ
Name: Nicolas DUFOURCQ
Title: Chief Executive Officer
EPIC BPIFRANCE
By:	/S/ Pierre LEPETIT
Name: Pierre LEPETIT
Title: Chairman of the Board and Chief Executive Officer

9

SEQ.=1,FOLIO='9',FILE='C:\JMS\108736\16-18693-1\task8105315\18693-1-bg.htm',USER='108736',CD='Sep 20 14:30 2016'

APPENDIX A

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

BPIFRANCE PARTICIPATIONS

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance Participations are set forth below. The business address of each director and executive officer is Bpifrance Participations, 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

BOARD OF DIRECTORS

Name	Present Principal Occupation or Employment
NICOLAS DUFOURCQ	Director, Chairman , Chief Executive Officer of Bpifrance Participations, and Chief Executive Officer of Bpifrance
FRANCK SILVENT	Director , Director of the Caisse des Dépôts group Finance, Strategy, Subsidiaries and International Department
ANTOINE COLAS	Director , Special advisor to the Chief Executive Officer of the Caisse des Dépôts
CATHERINE MAYENOBE	Director , Corporate Secretary of the Caisse des Dépôts
PASCAL FAURE	Director , General Director of the General Directorate for Competitiveness, Industry and service of the Ministry of Economy and Finance
FREDERIC SAINT-GEOURS	Director , President of France’s Metallurgy Industries Confederation (UIMM), president of the supervisory board of SNCF
MARTINE GEROW	Director , Executive Vice-President, Finance and Administration at CWT
BERTRAND WALCKENAER	Director , Director of Agence des Participations de l’Etat (French State Shareholding Agency)
ANNE-HELENE CHANTAL ROIGNAN	Director , Deputy Corporate Secretary of the French Treasury
BARBARA LAVERNOS	Director , Executive Vice-President Operations at L’Oreal
EXECUTIVE OFFICERS
Name	Present Principal Occupation or Employment
NICOLAS DUFOURCQ	Chief Executive Officer
BERTRAND FINET	Executive Director
PIERRE BENEDETTI	Chief Financial Officer

10

SEQ.=1,FOLIO='10',FILE='C:\JMS\108736\16-18693-1\task8105315\18693-1-bg.htm',USER='108736',CD='Sep 20 14:30 2016'

APPENDIX B

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

BPIFRANCE S.A.

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance S.A. are set forth below. The business address of each director and executive officer is Bpifrance S.A., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

DIRECTORS

Name	Present Principal Occupation or Employment
PIERRE-RENE LEMAS	Chairman, Chief Executive Officer of the Caisse des Dépôts et Consignations
NICOLAS DUFOURCQ	Director, Chairman and Chief Executive Officer of Bpifrance Participations, and Chief Executive Officer of Bpifrance
LOUIS SCHWEITZER	Director , Public Investment General Commissioner
MAUD BAILLY-TURCHI	Director , Senior Financial Controller with the State Financial Audit Department of the Ministry of Economy and Finance
MARIE-MARGUERITE DUFAY	Director, Chairman of the Regional Council of Franche-Comté
MARTIN VIAL	Director , Chairman of the Agence des Participations de l’Etat (French State Shareholding Agency)
FRANCK SILVENT	Director , Director of the Caisse des Dépôts group Finance, Strategy, Subsidiaries and International Department
ELISABETH HENRY-PEREZ	Director representing the employees ,
ERIC VERKANT	Director representing the employees ,
AMELIE FAURE	Director , Entrepreneur, Chairman of the Board of Directors of Augure
VIRGINIE CHAPRON DU JEU	Director , Group Finance Director of the Caisse des Dépôts et Consignations
FLORENCE MAS	Director
ERIC LOMBARD	Director, Managing Director of Generali
SANDRINE GAUDIN	Director , Head of Bilateral and International Matters at the French Treasury (Ministry of Economy and Finance)
HERVE MORIN	Director , Chairman of the Regional Council of Normandie

11

SEQ.=1,FOLIO='11',FILE='C:\JMS\108736\16-18693-1\task8105315\18693-1-bg.htm',USER='108736',CD='Sep 20 14:30 2016'

APPENDIX C

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

CAISSE DES DÉPÔTS ET CONSIGNATIONS

The name, business address and present principal occupation or employment of each of the members of the Management Committee of Caisse des Dépôts et Consignations are set forth below. The business address of each director and executive officer is Caisse des Dépôts et Consignations, c/o 56, rue de Lille, 75007 Paris, France. Unless otherwise indicated, each such person is a citizen of France.

MANAGEMENT COMMITTEE

Name	Present Principal Occupation or Employment
PIERRE-RENE LEMAS	Chief Executive Officer
OLIVIER MAREUSE	Savings Fund Director
ANDRE LAURENT MICHELSON	General Financial Officer, Head of Financial Transaction Processing
SOPHIE QUATREHOMME	Group Corporate Communications Director
ELIZABETH VIOLA	Banking Services Director
PAUL PENY	Group Human Resources Director
ANNE-SOPHIE GRAVE	Pensions and Solidarity Director
GABRIELLE GAUTHEY	Regional and Local Development and Network Director
VIRGINIE CHAPRON DU JEU	Group Finance Director
JEAN MARC MORIN	Head of Legal and Tax Department
FRANCK SILVENT	Director of the Caisse des Dépôts Group Finance, Strategy, Subsidiaries and International Department
MARC ABADIE	Regional and Local Development and Network Director
CATHERINE MAYENOBE	Groupe Corporate Secretary
LAURENT ZYLBERBERG	Director of International and European Relationships

12

SEQ.=1,FOLIO='12',FILE='C:\JMS\108736\16-18693-1\task8105315\18693-1-bg.htm',USER='108736',CD='Sep 20 14:30 2016'

APPENDIX D

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

EPIC Bpifrance

The name, business address and present principal occupation or employment of each of the directors and executive officers of EPIC Bpifrance are set forth below. The business address of each director and executive officer is EPIC Bpifrance, 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

DIRECTORS

Name	Present Principal Occupation or Employment
PIERRE LEPETIT	Chairman, Chief Executive Officer of EPIC Bpifrance
FRANCOIS JAMET	Director , Head of department SETTAR at the Research and Innovation Ministry
ARNAUD JULLIAN	Director , Deputy Director at the General Directorate for Budget of the Ministry of Economy and Finance
SEBASTIEN RASPILLER	Director , Deputy Director at the Directorate of Financing, Industry and Marke of the Ministry of Economy and Finance
BENJAMIN GALLEZOT	Director ,
FRANCOISE LOMBARD	Director , Deputy Director at the Agence des Participations de l’Etat (French State Shareholding Agency)

13

SEQ.=1,FOLIO='13',FILE='C:\JMS\108736\16-18693-1\task8105315\18693-1-bg.htm',USER='108736',CD='Sep 20 14:30 2016'