SEQUANS COMMUNICATIONS — Major Shareholding Notification 2022

Mar 17, 2022

SC 13D/A 1 tm229520d1_sc13da.htm SC 13D/A

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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)*

Sequans Communications S.A.

(Name of Issuer)

Ordinary Shares, nominal value €0.02 per share

(Title of Class of Securities)

817323108 (American Depositary Shares, each representing four Ordinary Shares)

(CUSIP Number)

Sophie Paquin Bpifrance Participations S.A. 6-8, boulevard Haussmann

75009 Paris France

+33 1 53 89 55 73

With copy to:

John C. Partigan Nixon Peabody LLP

799 9th Street NW, Suite 500

Washington, DC 20001

(202) 585-8000

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

March 15, 2022

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x .

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.

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| CUSIP No. 817323108 — 1 | Name of Reporting Person Caisse des Dépôts | | | --- | --- | --- | | 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | ¨ | | | (b) | ¨ | | 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) ¨ | | | 6 | Citizenship or Place of Organization France | |

| Number of Shares Beneficially Owned by Each Reporting Person With | Sole Voting Power 0 | | --- | --- | | 8 | Shared Voting Power 13,200,072 Ordinary Shares | | 9 | Sole Dispositive Power 0 | | 10 | Shared Dispositive Power 13,200,072 Ordinary Shares |

| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 13,200,072 Ordinary Shares | | --- | --- | | 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | | 13 | Percent of Class Represented by Amount in Row (11) 7.4% of the Ordinary Shares | | 14 | Type of Reporting Person (See Instructions) OO |

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Percentage of class is calculated based on 178,085,988 Ordinary Shares outstanding as of March 15, 2022, as reported in the Form 6-K filed by Sequans Communications S.A. with the SEC on March 15, 2022.

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| CUSIP No. 817323108 — 1 | Name of Reporting Person Bpifrance Participations S.A. | | | --- | --- | --- | | 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (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 | Sole Voting Power 0 | | --- | --- | | 8 | Shared Voting Power 13,200,072 Ordinary Shares | | 9 | Sole Dispositive Power 0 | | 10 | Shared Dispositive Power 13,200,072 Ordinary Shares |

| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 13,200,072 Ordinary Shares | | --- | --- | | 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | | 13 | Percent of Class Represented by Amount in Row (11) 7.4% of the Ordinary Shares | | 14 | Type of Reporting Person (See Instructions) OO |

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Percentage of class is calculated based on 178,085,988 Ordinary Shares outstanding as of March 15, 2022, as reported in the Form 6-K filed by Sequans Communications S.A. with the SEC on March 15, 2022.

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| CUSIP No. 817323108 — 1 | Name of Reporting Person Bpifrance S.A. | | | --- | --- | --- | | 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | ¨ | | | (b) | ¨ | | 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) ¨ | | | 6 | Citizenship or Place of Organization France | |

| Number of Shares Beneficially Owned by Each Reporting Person With | Sole Voting Power 0 | | --- | --- | | 8 | Shared Voting Power 13,200,072 Ordinary Shares | | 9 | Sole Dispositive Power 0 | | 10 | Shared Dispositive Power 13,200,072 Ordinary Shares |

| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 13,200,072 Ordinary Shares | | --- | --- | | 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | | 13 | Percent of Class Represented by Amount in Row (11) 7.4% of the Ordinary Shares | | 14 | Type of Reporting Person (See Instructions) OO |

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Percentage of class is calculated based on 178,085,988 Ordinary Shares outstanding as of March 15, 2022, as reported in the Form 6-K filed by Sequans Communications S.A. with the SEC on March 15, 2022.

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| CUSIP No. 817323108 — 1 | Name of Reporting Person EPIC Bpifrance | | | --- | --- | --- | | 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | ¨ | | | (b) | ¨ | | 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) ¨ | | | 6 | Citizenship or Place of Organization France | |

| Number of Shares Beneficially Owned by Each Reporting Person With | Sole Voting Power 0 | | --- | --- | | 8 | Shared Voting Power 13,200,072 Ordinary Shares | | 9 | Sole Dispositive Power 0 | | 10 | Shared Dispositive Power 13,200,072 Ordinary Shares |

| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 13,200,072 Ordinary Shares | | --- | --- | | 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | | 13 | Percent of Class Represented by Amount in Row (11) 7.4% of the Ordinary Shares | | 14 | Type of Reporting Person (See Instructions) OO |

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Percentage of class is calculated based on 178,085,988 Ordinary Shares outstanding as of March 15, 2022, as reported in the Form 6-K filed by Sequans Communications S.A. with the SEC on March 15, 2022.

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Amendment No. 7 to Schedule 13D

This Amendment No. 7 (the “Amendment No. 7”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by Caisse des Dépôts (“CDC”), Bpifrance Participations S.A. (“Bpifrance Participations”), Bpifrance S.A. (“Bpifrance”), and EPIC Bpifrance (“EPIC”) (collectively, the “Reporting Persons”) on November 21, 2013, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on December 24, 2015, as further amended by Amendment No. 2 to Schedule 13D filed with the SEC on September 20, 2016, as further amended by Amendment No. 3 to Schedule 13D filed with the SEC on January 18, 2018, as further amended by Amendment No. 4 to Schedule 13D filed with the SEC on April 3, 2020, as further amended by Amendment No. 5 to Schedule 13D filed with the SEC on February 12, 2021, and as further amended by Amendment No. 6 to Schedule 13D filed with the SEC on August 9, 2021 (collectively, the “Schedule 13D”).

This Amendment No. 7 is being filed by the Reporting Persons to report changes to the beneficial ownership as a result of a change in the aggregate number of Ordinary Shares of Sequans Communications S.A. (the “Issuer”) outstanding as reported in its latest filings with the Securities and Exchange Commission.

Except as specifically provided herein, this Amendment No. 7 does not modify any of the information previously reported in the Schedule 13D, as amended. Capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D.

Item 4. Purpose of the Transaction.

This Amendment No. 7 is being filed by the Reporting Persons to report changes to the beneficial ownership as a result of a change in the aggregate number of Ordinary Shares of the Issuer outstanding as reported in its latest filings with the Securities and Exchange Commission.

On March 15, 2022, closed its previously announced public offering of 6,666,667 ADSs representing 26,666,668 ordinary shares. As a result of the offering, the aggregate number of Ordinary Shares of the Issuer increased to 178,085,988 Ordinary Shares.

Item 5. Interest in Securities of the Issuer.

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

None of the Reporting Persons has engaged in any transaction involving any securities of the Issuer in the past 60 days.

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Item 7. Material to Be Filed as Exhibits.

Exhibit	Description
99.1	Joint
Filing Agreement, dated as of February 12, 2021, by and among the Reporting Persons (incorporated by reference to Exhibit 99.1
to the Reporting Person’s Schedule 13D/A filed on February 12, 2021).

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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: March

17, 2022
By:	/s/ Laurence Giraudon
Name:	Laurence
Giraudon
Title:	Chief
Operating Officer
	Finance
and Operations Department
EPIC
Bpifrance
By:	/s/ Sophie Paquin
Name:	Sophie
Paquin
Title:	Director
of Legal Affairs
Bpifrance
S.A.
By:	/s/ Boubakar Dione
Name:	Boubakar
Dione
Title:	Group
Director of Legal Affairs
Bpifrance
Participations S.A.
By:	/s/ Sophie Paquin
Name:	Sophie
Paquin
Title:	Director
of Legal Affairs

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APPENDIX A

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of BPIFRANCE PARTICIPATIONS S.A.

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance Participations S.A. are set forth below. The business address of each director and executive officer is Bpifrance Participations 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.

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
CAROLE
ABBEY DUVAL	Director ,
Head of the Steering Department at Caisse des Dépôts
REMI FOURNIAL	Director , Director of the mergers and
acquisitions department at Caisse des Dépôts
FREDERIC
SAINT-GEOURS	Director ,
Director of Société nationale SNCF
FRENCH
STATE, represented by CHARLES SARRAZIN	Director ,
in charge of shareholding interests in the Service & Finance sectors, Agence des Participations de l’Etat (French
State Shareholding Agency)
CONSTANCE
VALIGNY	Director ,
Assistant Director for macroeconomic policies, Direction Générale du Trésor (French Treasury)
CHLOE
MAYENOBE	Director ,
Deputy CEO Natixis Payment
VICTOIRE
AUBRY	Director ,
Chief Financial Officer of Icade
ROMAIN
BONENFANT	Director, Chief, Service of Industry, General Directorate for Companies of the Ministry of Economy and Finance
CAROLINE PAROT	Director , CEO of Europcar Mobility Group

EXECUTIVE OFFICERS

Name	Present Principal Occupation or Employment
NICOLAS
DUFOURCQ	Chief
Executive Officer
JOSÉ
GONZALO	Executive
Director
PIERRE
BENEDETTI	Chief
Financial Officer

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APPENDIX B

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

CAISSE DES DÉPÔTS

The name, business address and present principal occupation or employment of each of the members of the Management Committee of Caisse des Dépôts are set forth below. The business address of each director and executive officer is Caisse des Dépôts, 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
ERIC
LOMBARD	Chief
Executive Officer of Caisse des Dépôts
OLIVIER
SICHEL	Deputy
Chief Executive Officer of Caisse des Dépôts
NICOLAS
DUFOURCQ	Chief
Executive Officer of Bpifrance
VIRGINIE
CHAPRON-DU JEU	Director
of Finance for the Caisse des Dépôts Group
PIERRE
CHEVALIER	Head
of Legal and Tax Department
NATHALIE
TUBIANA	Risk
Director of the Caisse des Dépôts Group
OLIVIER
MAREUSE	Chief
Investment officer - Director of Savings Funds at Caisse des Dépôts
CATHERINE
MAYENOBE	Secretary
General of Caisse des Dépôts Group
PAUL
PENY	Caisse
des Dépôts Group Human Resources Director
SOPHIE
QUATREHOMME	Group
Corporate Communications Director
MICHEL
YAHIEL	Pensions
and Solidarity Director
ANTOINE
SAINTOYANT	Director
of strategic holdings at Caisse des Dépôts

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APPENDIX C

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
CHRISTIAN
BODIN	Director,
Chairman, Chief Executive Officer of EPIC Bpifrance
PIERRE-LOUIS
AUTIN	Director ,
Head of department SITTAR at the Higher Education, Research and Innovation Ministry
ALBAN
HAUTIER	Director ,
Deputy Director at the General Directorate for Budget of the Ministry of Economy and Finance
VINCENT
TEJEDOR	Director ,
Assistant Director in charge of the development of enterprises, General Directorate for Companies of the Ministry of Economy and
Finance
MARIE-ANNE
LAVERGNE	Director , Head of the office in charge
of control of foreign investments in France
GÉRALDINE LEVEAU	Director ,
Deputy General Secretary for Public Investment
PIERRE
CHABROL	Director ,
Deputy Director at the Directorate of Financing, Industry and Market of the Ministry of Economy and Finance

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APPENDIX D

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
ERIC
LOMBARD	Director,
Chairman, Chief Executive Officer of the Caisse des Dépôts
NICOLAS
DUFOURCQ	Director,
Chief Executive Officer of Bpifrance and Director, Chairman and Chief Executive Officer of Bpifrance Participations
MARTIN
VIAL	Director ,
Chairman of the Agence des Participations de l’Etat (French State Shareholding Agency)
MARIE
DELEAGE	Director
representing the employees of Bpifrance
PHILIPPE
BAYEUX	Director
representing the employees of Bpifrance
VIRGINIE
CHAPRON-DU JEU	Director , Director of Finance for the Caisse des Dépôts Group
CLAIRE
DUMAS	Director ,
Finance Director at Société Générale
CATHERINE
LAGNEAU	Director ,
Deputy Director of the General council of economy
ANTOINE
SAINTOYANT	Director ,
Director of strategic holdings at Caisse des Dépôts
HAROLD
HUWART	Director ,
Vice-president of the Regional Council of Centre-Val-de-Loire, in charge of the economy, farming and associations
CAROLE
ABBEY DUVAL	Director ,
Head of the Steering Department at Caisse des Dépôts
DIANE
SIMIU	Director ,
deputy of the general commissioner for sustainable development at the Ministry for economic
and solidarity transition
SOPHIE
STABILE	Director , Founder and CEO of Révérence,
CFO Lagardère SA
SÉBASTIEN RASPILLER	Director , Assistant Director for the
financing of the economy, Direction Générale du Trésor (French State)

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