Sec Form 13G Filing - Bpifrance Participations SA filing for Talend S.A. (TLND) - 2020-02-12

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

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

 

Talend S.A.

(Name of Issuer)

Ordinary Shares, nominal value €0.08 per share

(Title of Class of Securities)

874224207 (American Depositary Shares, each representing one Ordinary Share)

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 

 

 

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)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
France

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
1,612,895

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,612,895

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,612,895

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

 

 

11

Percent of Class Represented by Amount in Row (9)
5.2%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

2

 

 

1

Name of Reporting Person
FPCI ETI 2020

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
France

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
1,612,895

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,612,895

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,612,895

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

 

 

11

Percent of Class Represented by Amount in Row (9)
5.2%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

3

 

 

1

Name of Reporting Person
Bpifrance Investissement S.A.S.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
France

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
1,612,895

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,612,895

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,612,895

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

 

 

11

Percent of Class Represented by Amount in Row (9)
5.2%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

4

 

 

1

Name of Reporting Person
Caisse des Dépôts et Consignations

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
France

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
1,612,895

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,612,895

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,612,895

 

 

10

Check Box if the Aggreg ate Amount in Row (9) Excludes Certain Shares (See Instructions) o

 

 

11

Percent of Class Represented by Amount in Row (9)
5.2%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

5

 

 

1

Name of Reporting Person
EPIC Bpifrance

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
France

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
1,612,895

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,612,895

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,612,895

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

 

 

11

Percent of Class Represented by Amount in Row (9)
5.2%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

6

 

 

1

Name of Reporting Person
Bpifrance S.A.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
France

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
1,612,895

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,612,895

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,612,895

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

 

 

11

Percent of Class Represented by Amount in Row (9)
5.2%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

7

 

Item 1 (a)

Name of Issuer
Talend S.A.

Item 1 (b)

Address of Issuer’s Principal Executive Offices:
9, rue Pages

92150 Suresnes

FRANCE

 

Item 2 (a)

Name of Person Filing:
(i)            Bpifrance Participations S.A.

(ii)           FPCI ETI 2020

(iii)          Bpifrance Investissement S.A.S.

(iv)          Caisse des Dépôts et Consignations (“CDC”)

(v)           EPIC Bpifrance (“EPIC”)

(vi)          Bpifrance S.A.

Item 2 (b)

Address of Principal Business Office:
(i) 27-31, avenue du Général Leclerc

94710 Maisons-Alfort Cedex

France

 

(ii)  27-31, avenue du Général Leclerc

94710 Maisons-Alfort Cedex

France

 

(iii) 27-31, avenue du Général Leclerc

94710 Maisons-Alfort Cedex

France

 

(iv) 56, rue de Lille

75007 Paris

France

 

(v) 27-31, avenue du Général Leclerc

94710 Maisons-Alfort Cedex

France

 

(vi) 27-31, avenue du Général Leclerc

94710 Maisons-Alfort Cedex

France

Item 2 (c)

Citizenship:
France

Item 2 (d)

Title of Class of Securities:
Ordinary Shares, nominal value €0.08 per share (“Ordinary Shares”)

Item 2 (e)

CUSIP Number:
874224207 (American Depositary Shares, each representing one Ordinary Share)

 

Item 3

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:

 

Not applicable.

 

8

 

Item 4

Ownership:

Please see Items 5, 6, 7, 8, 9 and 11 of each cover sheet for each filing entity.

 

Ownership is stated as of December 31, 2019 and the ownership percentages are based on 30,799,561 ordinary shares outstanding as of November 1, 2019, as disclosed by Talend S.A. in its Form 10-Q for the quarterly period ended September 30, 2019, filed on November 8, 2019.

 

Bpifrance Participations S.A. is a French public investment fund specializing in the business of equity financing via direct investment or fund of funds. Bpifrance Participations S.A. is a wholly-owned subsidiary of Bpifrance S.A., a French financial institution especially created for this purpose. CDC, a French special public entity (établissement special) and EPIC, a French public institution of industrial and commercial nature, 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 is principally engaged in the business of banking finance. FPCI ETI 2020 is managed by Bpifrance Investissement S.A.S. a French management company (société de gestion), and Bpifrance Investissement S.A.S. is a wholly-owned, indirect subsidiary of Bpifrance Participations S.A. FPCI ETI 2020, is an investment fund subject to French law, whose main purpose is to make equity investment in mid and large cap companies.

 

As of December 31, 2019, FPCI ETI 2020 held directly 1,612,895 American Depositary Shares, each representing one Ordinary Share, and neither Bpifrance Investissement S.A.S., Bpifrance S.A., CDC nor EPIC (collectively with FPCI ETI 2020, the “Reporting Persons”) held any Ordinary Shares directly. Bpifrance Participations S.A. and Bpifrance Investissement S.A.S. may be deemed to be the beneficial owner of the 1,612,895 American Depositary Shares held by FPCI ETI 2020, indirectly through their ownership and/or management of FPCI ETI 2020. Bpifrance S.A. may be deemed to be the beneficial owner of 1,612,895 American Depositary Shares, indirectly through its sole ownership of Bpifrance Participations S.A. CDC and EPIC may be deemed to be the beneficial owners of 1,612,895 American Depositary Shares, indirectly through their joint ownership and control of Bpifrance S.A.

 

Pursuant to a Shareholder Agreement (the “Shareholders Agreement”) by and among Talend S.A., FPCI ETI 2020 and the other parties named therein, each Major Shareholder (as defined therein) is entitled to nominate one member of Talend S.A.’s board of directors as long as certain continuing ownership thresholds are met.

 

The Reporting Persons expressly disclaim beneficial ownership over any ordinary shares that they may be deemed to beneficially own solely by reason of the Shareholders Agreement.

 

Item 5

Ownership of 5 Percent or Less of a Class:

Not applicable.

 

Item 6

Ownership of More than 5 Percent on Behalf of Another Person:

Not applicable.

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Not applicable.

 

Item 8

Identification and Classification of Members of the Group:

Not applicable.

 

Item 9

Notice of Dissolution of Group:

Not applicable.

 

Item 10

Certifications:

Not applicable.

 

 

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.

 

Dated: February 12, 2020

Bpifrance Participations S.A.

 

 

 

By:

/s/ Sophie Paquin

 

Name:

Sophie Paquin

 

Title:

Director of Shareholdings and Privatizations

 

 

 

 

 

FPCI ETI 2020

 

 

 

 

By:

/s/ Sophie Paquin

 

Name:

Sophie Paquin

 

Title:

Director of Shareholdings and Privatizations

 

 

 

 

 

 

 

Bpifrance Investissement S.A.S.

 

 

 

 

By:

/s/ Sophie Paquin

 

Name:

Sophie Paquin

 

Title:

Director of Shareholdings and Privatizations

 

 

 

 

 

 

 

Caisse des Dépôts

 

 

By:

/s/ Eric Flammarion

 

Name:

Eric Flammarion

 

Title:

Head of Financial Investment Division

 

 

 

 

 

Epic Bpifrance

 

 

 

 

By:

/s/ Sophie Paquin

 

Name:

Sophie Paquin

 

Title:

Director of Shareholdings and Privatizations

 

 

 

 

 

Bpifrance S.A.

 

 

 

 

By:

/s/ Sophie Paquin

 

Name:

Sophie Paquin

 

Title:

Director of Shareholdings and Privatizations

 

10