CUSIP No: 226718104
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No. )*
Criteo S.A.
(Name of Issuer)
Ordinary Shares, nominal value €0.025 per share
(Title of Class of Securities)
226718104**
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| x | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| ¨ | 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.
**This CUSIP Number applies to the American Depositary Shares (“ADSs”) of the Company, which are quoted on the Nasdaq Global Select Market under the symbol “CRTO”. Each ADS represents one (1) Ordinary Share.
The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes 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).
CUSIP No: 226718104
| (1) | Names of Reporting Persons
G1 Execution Services, LLC |
| |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | ¨ |
| | (b) | ¨ |
| |
| (3) | SEC Use Only |
| |
| (4) | Citizenship or Place of Organization
Illinois |
| | |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With | (5) | Sole Voting Power
462 (1) |
| |
| (6) | Shared Voting Power
4,123,940 (1) |
| |
| (7) | Sole Dispositive Power
462 (1) |
| |
| (8) | Shared Dispositive Power
4,123,940 (1) |
| |
| (9) | Aggregate Amount Beneficially Owned by Each Reporting Person
4,123,940 (1) |
| |
| (10) | Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| |
| (11) | Percent of Class Represented by Amount in Row (9)
7.4% |
| |
| (12) | Type of Reporting Person (See Instructions)
BD, OO |
(1) G1 Execution Services, LLC and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental Investments, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
CUSIP No: 226718104
| (1) | Names of Reporting Persons
Susquehanna Fundamental Investments, LLC |
| |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | ¨ |
| | (b) | ¨ |
| |
| (3) | SEC Use Only |
| |
| (4) | Citizenship or Place of Organization
Delaware |
| | |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With | (5) | Sole Voting Power
56,492 (1) |
| |
| (6) | Shared Voting Power
4,123,940 (1) |
| |
| (7) | Sole Dispositive Power
56,492 (1) |
| |
| (8) | Shared Dispositive Power
4,123,940 (1) |
| |
| (9) | Aggregate Amount Beneficially Owned by Each Reporting Person
4,123,940 (1) |
| |
| (10) | Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| |
| (11) | Percent of Class Represented by Amount in Row (9)
7.4% |
| |
| (12) | Type of Reporting Person (See Instructions)
OO |
(1) G1 Execution Services, LLC and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental Investments, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
CUSIP No: 226718104
| (1) | Names of Reporting Persons
Susquehanna Securities, LLC |
| |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | ¨ |
| | (b) | ¨ |
| |
| (3) | SEC Use Only |
| |
| (4) | Citizenship or Place of Organization
Delaware |
| | |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With | (5) | Sole Voting Power
4,066,986 (1) |
| |
| (6) | Shared Voting Power
4,123,940 (1) |
| |
| (7) | Sole Dispositive Power
4,066,986 (1) |
| |
| (8) | Shared Dispositive Power
4,123,940 (1) |
| |
| (9) | Aggregate Amount Beneficially Owned by Each Reporting Person
4,123,940 (1) |
| |
| (10) | Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| |
| (11) | Percent of Class Represented by Amount in Row (9)
7.4% |
| |
| (12) | Type of Reporting Person (See Instructions)
BD, OO |
(1) G1 Execution Services, LLC and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental Investments, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
CUSIP No: 226718104
| Item 1. | | |
| | (a) | Name of Issuer Criteo S.A. (the “Company”) |
| | (b) | Address of Issuer’s Principal Executive Offices 32 Rue Blanche, Paris, France 75009 |
| Item 2(a). | | Name of Person Filing This statement is filed by the entities listed below, who are collectively referred to herein as “Reporting Persons” with respect to the Ordinary Shares, nominal value €0.025 per share, of the Company (the “Shares”). (i) G1 Execution Services, LLC (ii) Susquehanna Fundamental Investments, LLC (iii) Susquehanna Securities, LLC |
| | | |
| Item 2(b). | | Address of Principal Business Office or, if none, Residence The address of the principal business office of G1 Execution Services, LLC is: 175 W. Jackson Blvd. Suite 1700 Chicago, IL 60604 The address of the principal business office of each of Susquehanna Fundamental Investments, LLC and Susquehanna Securities, LLC is: 401 E. City Avenue Suite 220 Bala Cynwyd, PA 19004 |
| | | |
| Item 2(c). | | Citizenship
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
|
| | | |
| Item 2(d). | | Title of Class of Securities
Ordinary Shares, nominal value €0.025 per share
|
| | | |
| Item 2(e) | | CUSIP Number CUSIP Number 226718104 applies to the American Depositary Shares (“ADSs”) of the Company, which are quoted on the Nasdaq Global Select Market under the symbol “CRTO”. Each ADS represents one (1) Share. |
CUSIP No: 226718104
| 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 a: |
| | | | |
| | (a) | x | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| | | | |
| | (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| | | | |
| | (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| | | | |
| | (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| | | | |
| | (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| | | | |
| | (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| | | | |
| | (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| | | | |
| | (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| | | | |
| | (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| | | | |
| | (j) | ¨ | A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); |
| | | | |
| | (k) | ¨ | Group, in accordance with rule 13d–1(b)(1)(ii)(K). |
| | | | |
| | | | If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution: |
| Item 4. | Ownership |
| | |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
| |
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The number of Shares reported as beneficially owned by G1 Execution Services, LLC consists of 462 ADSs. The number of Shares reported as beneficially owned by Susquehanna Fundamental Investments, LLC consists of 56,492 ADSs. The number of Shares reported as beneficially owned by Susquehanna Securities, LLC consists of (i) 2,125,786 ADSs and (ii) options to buy 1,941,200 ADSs. Each ADS represents one (1) Share. The Company’s Quarterly Report on Form 10-Q, filed on August 1, 2024, indicates that there were 55,985,114 Shares outstanding as of July 26, 2024. |
| Item 5. | Ownership of Five Percent or Less of a Class |
| | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨ |
| |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| | |
| Not applicable. |
CUSIP No: 226718104
| 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. | Certification |
| | |
| By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
CUSIP No: 226718104
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: November 14, 2024
| G1 EXECUTION SERVICES, LLC | | SUSQUEHANNA FUNDAMENTAL INVESTMENTS, LLC |
| | | | | |
| By: | /s/ Brian Sopinsky | | By: | /s/ Brian Sopinsky |
| Name: | Brian Sopinsky | | Name: | Brian Sopinsky |
| Title: | Secretary | | Title: | Assistant Secretary |
| | |
| SUSQUEHANNA SECURITIES, LLC | |
| | | | | |
| By: | /s/ Brian Sopinsky | | | |
| Name: | Brian Sopinsky | | | |
| Title: | Secretary | | | |
CUSIP No: 226718104
EXHIBIT INDEX
CUSIP No: 226718104
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Ordinary Shares of Criteo S.A., nominal value €0.025 per share, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: November 14, 2024
| G1 EXECUTION SERVICES, LLC | | SUSQUEHANNA FUNDAMENTAL INVESTMENTS, LLC |
| | | | | |
| By: | /s/ Brian Sopinsky | | By: | /s/ Brian Sopinsky |
| Name: | Brian Sopinsky | | Name: | Brian Sopinsky |
| Title: | Secretary | | Title: | Assistant Secretary |
| | | | | |
| SUSQUEHANNA SECURITIES, LLC | | | |
| | | | | |
| By: | /s/ Brian Sopinsky | | | |
| Name: | Brian Sopinsky | | | |
| Title: | Secretary | | | |
