Bpifrance Participations SC 13D/A VectivBio Holding / Bpifrance Participations ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

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

VectivBio Holding AG

(Name of Issuer)

Ordinary Shares, CHF 0.05 nominal value per share

(Title of Class of Securities)

H9060V101

(CUSIP Number)

Sophie Paquin

Bpifrance Investissement SAS

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)

October 17, 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. H9060V101
	1	Name of Reporting Person FPCI Bpifrance Innovation I
	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) 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 2,806,217 Ordinary Shares

			9		Sole Dispositive Power 0

			10		Shared Dispositive Power 2,806,217 Ordinary Shares

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,806,217 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) 4.5% of the Ordinary Shares¹

	14	Type of Reporting Person (See Instructions) OO

Percentage of class is calculated based on 62,737,642 Ordinary Shares outstanding as of October 17, 2022, as reported by the Issuer in the Prospectus Supplement filed pursuant to Rule 424(b)(5) filed on October 14, 2022.

Page 2 of 9 Pages

CUSIP No. H9060V101
	1	Name of Reporting Person Bpifrance Investissement S.A.S.
	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 2,806,217 Ordinary Shares

			9		Sole Dispositive Power 0

			10		Shared Dispositive Power 2,806,217 Ordinary Shares

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,806,217 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) 4.5% of the Ordinary Shares²

	14	Type of Reporting Person (See Instructions) OO

Page 3 of 9 Pages

CUSIP No. H9060V101
	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 2,806,217 Ordinary Shares

			9		Sole Dispositive Power 0

			10		Shared Dispositive Power 2,806,217 Ordinary Shares

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,806,217 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) 4.5% of the Ordinary Shares³

	14	Type of Reporting Person (See Instructions) OO

Page 4 of 9 Pages

CUSIP No. H9060V101
	1	Name of Reporting Person Caisse des dépôts et consignations
	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 2,806,217 Ordinary Shares

			9		Sole Dispositive Power 0

			10		Shared Dispositive Power 2,806,217 Ordinary Shares

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,806,217 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) 4.5% of the Ordinary Shares⁴

	14	Type of Reporting Person (See Instructions) OO

⁴

Page 5 of 9 Pages

CUSIP No. H9060V101
	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 2,806,217 Ordinary Shares

			9		Sole Dispositive Power 0

			10		Shared Dispositive Power 2,806,217 Ordinary Shares

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,806,217 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) 4.5% of the Ordinary Shares⁵

	14	Type of Reporting Person (See Instructions) OO

⁵

Page 6 of 9 Pages

CUSIP No. H9060V101
	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 2,806,217 Ordinary Shares

			9		Sole Dispositive Power 0

			10		Shared Dispositive Power 2,806,217 Ordinary Shares

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,806,217 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) 4.5% of the Ordinary Shares⁶

	14	Type of Reporting Person (See Instructions) OO

⁶

Page 7 of 9 Pages

Amendment No. 2 to Schedule 13D

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by FPCI Bpifrance Innovation I, Bpifrance Investissement S.A.S., Bpifrance Participations S.A., Caisse des dépôts et consignations, EPIC Bpifrance, and Bpifrance S.A. (collectively, the “Reporting Persons”) on April 23, 2021, as amended by that certain Amendment No. 1 to Schedule 13D filed with the SEC by the Reporting Persons on June 28, 2022 (collectively, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Ownership is based on 62,737,642 Ordinary Shares outstanding as of October 17, 2022, as reported by the Issuer in the Prospectus Supplement filed pursuant to Rule 424(b)(5) filed on October 14, 2022.

None of the Reporting Persons participated in the offering described in such Prospectus Supplement.

All of the Ordinary Shares that are held of record by the Reporting Persons as reported herein were acquired for investment purposes. The Reporting Persons retain the right to change their investment intent, from time to time to acquire additional Ordinary Shares or other securities of the Issuer, or to sell or otherwise dispose of all or part of the Ordinary Shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.

Except as set forth above, none of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters.

Item 7.

Material to Be Filed as Exhibits.


Exhibit		Description

99.1		Joint Filing Agreement, dated as of April 23, 2021, by and among the Reporting Persons.

Page 8 of 9 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: October 20, 2022

	FPCI Bpifrance Innovation I

	By:	/s/ Sophie Paquin
	Name:	Sophie Paquin
	Title:	Director of Legal Affairs

	Bpifrance Investissement S.A.S.

	By:	/s/ Sophie Paquin
	Name:	Sophie Paquin
	Title:	Director of Legal Affairs

	Bpifrance Participations S.A.

	By:	/s/ Sophie Paquin
	Name:	Sophie Paquin
	Title:	Director of Legal Affairs

	Caisse des dépôts et consignations

	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 9 of 9 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, Chairman and Chief Executive Officer of Bpifrance Investissement and Director and Chief Executive Officer of Bpifrance SA

CAROLE ABBEY DUVAL		Director, Head of Strategic Holdings management at Caisse des dépôts et consignations

REMI FOURNIAL		Director, Head of Mergers and Acquisitions at Caisse des dépôts et consignations

FREDERIC SAINT-GEOURS		Director, Director and Vice-Chairman 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, General Secretary, Direction Générale du Trésor (French Treasury)

CHLOE MAYENOBE		Director, Chief Growth Officer and General Representative at Solarisbank

VICTOIRE AUBRY Berrurier		Director, Chief Financial Officer of Icade

CAROLINE PAROT		Director, Chief Executive Officer of Europcar Mobility Group

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

APPENDIX B

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

BPIFRANCE INVESTISSEMENT S.A.S.

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

CAROLE ABBEY DUVAL		Director, Head of Strategic Holdings management at Caisse des dépôts et consignations

REMI FOURNIAL		Director, Head of Mergers and Acquisitions at Caisse des dépôts et consignations

FREDERIC SAINT-GEOURS		Director, Director and Vice-Chairman 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, General Secretary, Direction Générale du Trésor (French Treasury)

CHLOE MAYENOBE		Director, Chief Growth Officer and General Representative at Solarisbank

VICTOIRE AUBRY Berrurier		Director, Chief Financial Officer of Icade

CAROLINE PAROT		Director, Chief Executive Officer of Europcar Mobility Group

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

APPENDIX C

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

CAISSE DES DÉPÔTS et Consignations

The name, business address and present principal occupation or employment of each of the members of the Management Committee of Caisse des dépôts et consignations are set forth below. The business address of each director and executive officer is Caisse des dépôts et consignations, 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 et consignations

OLIVIER SICHEL		Deputy Chief Executive Officer of Caisse des dépôts et consignations

NICOLAS DUFOURCQ		Chief Executive Officer of Bpifrance Investissement, Bpifrance Participations and Bpifrance SA

VIRGINIE CHAPRON-DU JEU		Head of Finance of Caisse des dépôts et consignations

PIERRE CHEVALIER		Head of Legal and Tax Department of Caisse des dépôts et consignations

NATHALIE TUBIANA		Head of Risk Management of Caisse des dépôts et consignations

OLIVIER MAREUSE		Head of Asset Management - Head of Savings Funds of Caisse des dépôts et consignations

CATHERINE MAYENOBE		General Secretary of Caisse des dépôts et consignations

SOPHIE QUATREHOMME		Head of Group Corporate Communications of Caisse des dépôts et consignations

MICHEL YAHIEL		Head of Pensions and Solidarity of Caisse des dépôts et consignations

ANTOINE SAINTOYANT		Head of Strategic Holdings of Caisse des dépôts et consignations

APPENDIX D

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		Chairman and Chief Executive Officer of EPIC Bpifrance

PIERRE-LOUIS AUTIN		Director, Head of Innovation, Technology Transfer and Regional Action Department (SITTAR) at the General Directorate for Research and Innovation of the Higher Education, Research and Innovation Ministry

PIERRE CHABROL		Director, Deputy Head at the Directorate of Companies Financing and Financial Market at the Direction Générale du Trésor (French Treasury)

ALBAN HAUTIER		Director, Deputy Head of the Budget Department's 3rd sub-department at the General Directorate for Budget of the Ministry of Economy and Finance

VINCENT TEJEDOR		Director, Deputy Head 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 the control of foreign investments in France at the Direction Générale du Trésor (French Treasury)

GERALDINE LEVEAU		Director, Deputy General Secretary at Secretary general for public investment

APPENDIX E

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 et consignations

NICOLAS DUFOURCQ		Director, Chief Executive Officer of Bpifrance SA, Director, Chairman and Chief Executive Officer of Bpifrance Participations and Chairman and Chief Executive Officer of Bpifrance Investissement

MARIE DELEAGE		Director representing the employees of Bpifrance

PHILIPPE BAYEUX		Director representing the employees of Bpifrance

VIRGINIE CHAPRON-DU JEU		Director, Head of Financial for the Caisse des dépôts et consignations

CLAIRE DUMAS ROUSSEL		Director, Chief Finance Officer of Société Générale

CATHERINE LAGNEAU ANTOINE		Director, Deputy Head of the Conseil Général de l'Économie (Economic General Council)

ANTOINE SAINTOYANT		Director, Head of strategic holdings at Caisse des dépôts et consignations

HAROLD HUWART		Director, Vice-president of the Regional Council of Centre-Val-de-Loire, in charge of the economy, Europe and tourism

CAROLE ABBEY DUVAL		Director, Head of Strategic Holdings management at Caisse des dépôts et consignations

SEBASTIEN RASPILLER		Director, Chief of the service relating to the financing of the economy at the Direction Générale du Trésor (French Treasury)

DIANE SIMIU TURQUAND d’AUZAY		Director, deputy of the general commissioner for sustainable development at the Ministry for economic and solidarity transition

SOPHIE STABILE		Director, Chief Financial Officer at Lagardère

CHARLES SARRAZIN		Director, in charge of shareholding interests in the Service & Finance sectors, Agence des Participations de l’Etat (French State Shareholding Agency)

Alexis Zajdenweber		Director, Commissioner for State Holdings, Agence des Participations de l’Etat (French State Shareholding Agency)

Bpifrance Participations SC 13D/AVectivBio Holding / Bpifrance Participations ownership change