Sec Form 13D Filing - Bpifrance Participations SA filing for CELLECTIS S A SPONSORED ADS (CLLS) - 2021-02-12

Insider filing report for Changes in Beneficial Ownership

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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. 1)*

 

Cellectis S.A.

(Name of Issuer)

 

Ordinary Shares, nominal value €0.05 per share

(Title of Class of Securities)

 

15117K103 (American Depositary Shares, each representing one Ordinary Share)

(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)

 

February 12, 2021

(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.

 

 

 

   

 

 

CUSIP No. 15117K103 (American Depositary Shares, each representing one Ordinary Share)
1 Name of Reporting Person
Bpifrance Participations 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
7 Sole Voting Power
0
8 Shared Voting Power
3,686,287 Ordinary Shares; 6,565,787 voting rights
9 Sole Dispositive Power
0
10 Shared Dispositive Power
3,686,287 Ordinary Shares; 6,565,787 voting rights

11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,686,287 Ordinary Shares; 6,565,787 voting rights
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)
8.6% of the Ordinary Shares; 13.4% of the voting rights1
14 Type of Reporting Person (See Instructions)
OO

 

 

1Percentage of class is calculated based on 42,780,186 Ordinary Shares outstanding as of December 31, 2020, as published by Cellectis S.A. with the AMF (Autorité des Marchés Financiers) on December 31, 2020.

 

 Page 2 of 8 Pages 

 

 

CUSIP No. 15117K103 (American Depositary Shares, each representing one Ordinary Share)
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
7 Sole Voting Power
0
8 Shared Voting Power
3,961,387 Ordinary Shares; 6,840,887 voting rights
9 Sole Dispositive Power
0
10 Shared Dispositive Power
3,961,387 Ordinary Shares; 6,840,887 voting rights

11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,961,387 Ordinary Shares; 6,840,887 voting rights
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)
9.2% of the Ordinary Shares; 14% of the voting rights2
14 Type of Reporting Person (See Instructions)
OO

 

 

2Percentage of class is calculated based on 42,780,186 Ordinary Shares outstanding as of December 31, 2020, as published by Cellectis S.A. with the AMF (Autorité des Marchés Financiers) on December 31, 2020.

 

 Page 3 of 8 Pages 

 

 

CUSIP No. 15117K103 (American Depositary Shares, each representing one Ordinary Share)
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
7 Sole Voting Power
0
8 Shared Voting Power
3,686,287 Ordinary Shares; 6,565,787 voting rights
9 Sole Dispositive Power
0
10 Shared Dispositive Power
3,686,287 Ordinary Shares; 6,565,787 voting rights

11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,686,287 Ordinary Shares; 6,565,787 voting rights
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)
8.6% of the Ordinary Shares; 13.4% of the voting rights3
14 Type of Reporting Person (See Instructions)
OO

 

 

3Percentage of class is calculated based on 42,780,186 Ordinary Shares outstanding as of December 31, 2020, as published by Cellectis S.A. with the AMF (Autorité des Marchés Financiers) on December 31, 2020.

 

 Page 4 of 8 Pages 

 

 

CUSIP No. 15117K103 (American Depositary Shares, each representing one Ordinary Share)
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
7 Sole Voting Power
0
8 Shared Voting Power
3,686,287 Ordinary Shares; 6,565,787 voting rights
9 Sole Dispositive Power
0
10 Shared Dispositive Power
3,686,287 Ordinary Shares; 6,565,787 voting rights

11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,686,287 Ordinary Shares; 6,565,787 voting rights
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)
8.6% of the Ordinary Shares; 13.4% of the voting rights4
14 Type of Reporting Person (See Instructions)
OO

 

 

4Percentage of class is calculated based on 42,780,186 Ordinary Shares outstanding as of December 31, 2020, as published by Cellectis S.A. with the AMF (Autorité des Marchés Financiers) on December 31, 2020.

 

 Page 5 of 8 Pages 

 

 

Amendment No. 1 to Schedule 13D

 

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 4, 2020 (the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 1 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 2.Identity and Background.

 

Item 2 of the Schedule 13D is hereby amended and restated as follows:

 

This Schedule 13D is filed jointly by (i) Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France (“Bpifrance Participations”), (ii) the Caisse des Dépôts, a French special public entity (établissement spécial) (“CDC”), (iii) EPIC Bpifrance, a French public institution of industrial and commercial nature (“EPIC”) and (iv) Bpifrance S.A., a société anonyme incorporated under the laws of the Republic of France. Bpifrance Participations, CDC, EPIC and Bpifrance S.A. 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 S.A. and EPIC is 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.

 

Bpifrance Participations is a French public investment entity specializing in the business of equity financing via direct investments or fund of funds. Bpifrance Participations is a subsidiary owned at 99.99% by Bpifrance S.A., a French credit institution. CDC and EPIC each hold 49.2% 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.

 

Bpifrance S.A. may be deemed to be the beneficial owner of shares held by Bpifrance Participations, indirectly through its 99.99% ownership of Bpifrance Participations. CDC and EPIC may be deemed to be the beneficial owners of shares held by Bpifrance Participations, 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, CDC, EPIC and Bpifrance S.A., 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.

 

 Page 6 of 8 Pages 

 

 

Item 5.Interest in Securities of the Issuer.

 

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

 

(c)Bpifrance Participations purchased Ordinary Shares of Cellectis S.A. on the following dates at the daily average prices indicated below:

 

Date   Shares     Per Share
Average Price
    How Effected  
September 8, 2020     22,527     $ 13.83       Open Market  
September 9, 2020     4,665     $ 13.77       Open Market  
September 9, 2020     22,758 (ADS)     $ 16.16       Open Market  
September 10, 2020     2,271     $ 14.12       Open Market  
September 11, 2020     4,588     $ 14.55       Open Market  
September 14, 2020     2,407     $ 14.71       Open Market  
September 24, 2020     2,632     $ 14.99       Open Market  
September 25, 2020     2,780     $ 14.86       Open Market  
Total:     64,268                  

 

CDC Croissance S.A., a wholly-owned subsidiary of CDC, purchased Ordinary Shares of Cellectis S.A. on the following date at the daily average price indicated below. As a result of this transaction, CDC Croissance S.A. holds 275,100 shares of Cellectis S.A. CDC may be deemed to be the beneficial owner of the shares held directly by Croissance S.A., indirectly through its ownership of CDC Croissance S.A.

 

Date   Shares     Per Share
Average Price
    How Effected  
July 31, 2020     500     $ 13,56       Open Market  
Total:     500                  

 

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.

 

 Page 7 of 8 Pages 

 

 

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, 2021    
  Bpifrance Participations S.A.
     
  By: /s/ Sophie Paquin
  Name: Sophie Paquin
  Title: Director of Legal Affairs
     
  Caisse des Dépôts
   
  By: /s/ Laurence Giraudon
  Name: Laurence Giraudon
  Title: Chief Operating Officer, Finance and Operations Department,Asset Management Division
     
  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
     

 Page 8 of 8 Pages 

 

 

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
     
ANTOINE SAINTOYANT   Director, Director of strategic holdings 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
     
SOPHIE STABILE   Director, Founder and CEO of Révérence
     
ROMAIN BONENFANT   Director, Chief, Service of Industry, General Directorate for Companies of the Ministry of Economy and Finance

 

EXECUTIVE OFFICERS

 

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

 

  1 

 

 

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

 

  2 

 

 

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 O ccupation 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
     
YANN POUËZAT   Director, Deputy Director at the Directorate of Financing, Industry and Market of the Ministry of Economy and Finance
     
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
     
NAOMI PERES   Director, Deputy General Secretary for Public Investment

 

  3 

 

 

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
     
BERNARD DELPIT   Director, Chief Financial Officer of Safran
     
ANNABEL ANDRE   Director, Vice-president of the Regional Council of Auvergne-Rhone-Alpes, delegate for the economy and companies
     
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

 

  4