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.
| 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 | 7 | 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 |
| | |
| | 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. |
| 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 | 7 | 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 |
| | |
| | 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. |
| 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 | 7 | 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 |
| | |
| 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. |
| 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 | 7 | 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 |
| | |
| 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. |
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.
| Item 7. | Material to Be Filed as Exhibits. |
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 | Caisse des Dépôts |
| | |
| | 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 |
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 |
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 |
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 |
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) |
