UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Innate Pharma S.A.
(Name of Issuer)
Ordinary Shares, nominal value €0.05 per share
(Title of Class of Securities)
45781K105 (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)
October 11, 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 o.
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. 45781K105 | |||||
| 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 6,389,406 Ordinary Shares | ||||
| 9 | Sole Dispositive Power 0 | ||||
| 10 | Shared Dispositive Power 6,389,406 Ordinary Shares | ||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 6,389,406 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) 8.0% of the Ordinary Shares; 7.9% of the theoretical voting rights1 | ||||
| 14 | Type of Reporting Person (See Instructions) OO | ||||
| 1 | Percentages of class is calculated based on 79,893,019 Ordinary Shares outstanding and 80,650,859 theoretical voting rights, respectively, as of August 1, 2022, as reported by Innate Pharma S.A. on August 8, 2022. |
Page 2 of 8 Pages
| CUSIP No. 45781K105 | |||||
| 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 7,988,369 Ordinary Shares | ||||
| 9 | Sole Dispositive Power 0 | ||||
| 10 | Shared Dispositive Power 7,988,369 Ordinary Shares | ||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 7,988,369 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) 10.0% of the Ordinary Shares; 9.9% of the theoretical voting rights2 | ||||
| 14 | Type of Reporting Person (See Instructions) OO | ||||
| 2 | Percentages of class is calculated based on 79,893,019 Ordinary Shares outstanding and 80,650,859 theoretical voting rights, respectively, as of August 1, 2022, as reported by Innate Pharma S.A. on August 8, 2022. |
Page 3 of 8 Pages
| CUSIP No. 45781K105 | |||||
| 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 6,389,406 Ordinary Shares | ||||
| 9 | Sole Dispositive Power 0 | ||||
| 10 | Shared Dispositive Power 6,389,406 Ordinary Shares | ||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 6,389,406 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) 8.0% of the Ordinary Shares; 7.9% of the theoretical voting rights3 | ||||
| 14 | Type of Reporting Person (See Instructions) OO | ||||
| 3 | Percentages of class is calculated based on 79,893,019 Ordinary Shares outstanding and 80,650,859 theoretical voting rights, respectively, as of August 1, 2022, as reported by Innate Pharma S.A. on August 8, 2022. |
Page 4 of 8 Pages
| CUSIP No. 45781K105 | |||||
| 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 6,389,406 Ordinary Shares | ||||
| 9 | Sole Dispositive Power 0 | ||||
| 10 | Shared Dispositive Power 6,389,406 Ordinary Shares | ||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 6,389,406 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) 8.0% of the Ordinary Shares; 7.9% of the theoretical voting rights4 | ||||
| 14 | Type of Reporting Person (See Instructions) OO | ||||
| 4 | Percentages of class is calculated based on 79,893,019 Ordinary Shares outstanding and 80,650,859 theoretical voting rights, respectively, as of August 1, 2022, as reported by Innate Pharma S.A. on August 8, 2022. |
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 February 12, 2021 (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 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
Please see Items 5, 6, 7, 8, 9 and 11 of each cover sheet for each filing entity.
As of October 18, 2022, Bpifrance Participations held directly 6,389,406 Ordinary Shares and CDC Croissance S.A., a wholly-owned subsidiary of CDC (“CDC Croissance”), held directly 1,598,963 Ordinary Shares. None of Bpifrance, CDC nor EPIC held any Ordinary Shares directly. Bpifrance may be deemed to be the beneficial owner of 6,389,406 Ordinary Shares, indirectly through its ownership of Bpifrance Participations. EPIC may be deemed to be the beneficial owner of 6,389,406 Ordinary Shares, indirectly through its joint ownership and control of Bpifrance. CDC may be deemed to be the beneficial owner of (i) 6,389,406 Ordinary Shares, indirectly through its joint ownership and control of Bpifrance, and (ii) 1,598,963 Ordinary Shares, indirectly through its ownership of CDC Croissance.
(a) See also the information contained on the cover pages of this Schedule 13D, which is incorporated herein by reference. The percentages of Ordinary Shares beneficially owned and theoretical voting rights of each Reporting Person is based on 79,893,019 Ordinary Shares outstanding and 80,650,859 theoretical voting rights, respectively, as of August 1, 2022, as reported by the Issuer on August 8, 2022.
(b) See the information contained on the cover pages of this Schedule 13D, which is incorporated herein by reference.
(c) Between September 5, 2022 and October 14, 2022, CDC Croissance, sold 564,098 Ordinary Shares it held directly:
| Date | Amount of Shares | Average Per Share Price | How Effected | ||||||||
| 9/5/2022 | 7,795 | 2.6181 | Open Market | ||||||||
| 9/6/2022 | 7,596 | 2.612 | Open Market | ||||||||
| 9/7/2022 | 6,707 | 2.6062 | Open Market | ||||||||
| 9/8/2022 | 5,153 | 2.6028 | Open Market | ||||||||
| 9/9/2022 | 1,056 | 2.6071 | Open Market | ||||||||
| 9/12/2022 | 15,000 | 2.6581 | Open Market | ||||||||
| 9/13/2022 | 15,000 | 2.6347 | Open Market | ||||||||
| 9/14/2022 | 14,850 | 2.5575 | Open Market | ||||||||
| 9/15/2022 | 15,075 | 2.5557 | Open Market | ||||||||
| 9/16/2022 | 14,091 | 2.5201 | Open Market | ||||||||
| 9/19/2022 | 18,054 | 2.5289 | Open Market | ||||||||
| 9/20/2022 | 12,487 | 2.5009 | Open Market | ||||||||
| 9/21/2022 | 22,165 | 2.4554 | Open Market | ||||||||
| 9/22/2022 | 14,821 | 2.4611 | Open Market | ||||||||
| 9/23/2022 | 3,950 | 2.4932 | Open Market | ||||||||
| 9/26/2022 | 12,836 | 2.2705 | Open Market | ||||||||
| 10/3/2022 | 28,234 | 2.0445 | Open Market | ||||||||
| 10/4/2022 | 42,942 | 2.0719 | Open Market | ||||||||
| 10/5/2022 | 42,937 | 2.0603 | Open Market | ||||||||
| 10/6/2022 | 42,944 | 2.0443 | Open Market | ||||||||
| 10/7/2022 | 35,383 | 2.0735 | Open Market | ||||||||
| 10/10/2022 | 8,846 | 2.0663 | Open Market | ||||||||
| 10/11/2022 | 51,539 | 2.0452 | Open Market | ||||||||
| 10/12/2022 | 51,533 | 2.01 | Open Market | ||||||||
| 10/13/2022 | 35,527 | 2.021 | Open Market | ||||||||
| 10/14/2022 | 37,577 | 2.0343 | Open Market | ||||||||
Page 6 of 8 Pages
(d) Not applicable.
(e) Not applicable.
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: October 21, 2022
| Bpifrance Participations S.A | |
| By: | /s/ Sophie Pacquin |
| Name: | Sophie Pacquin | |
| Title: | Director of Legal Affairs |
| CDC 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 Pacquin |
| Name: | Sophie Pacquin | |
| 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 of strategic holdings at Caisse des Dépôts | |
| REMI FOURNIAL | Director, Head of M&A at Groupe 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, Chief Growth Officer and General Representative at Solarisbank | |
| VICTOIRE AUBRY | Director, Chief Financial Officer of Icade | |
| CAROLINE PAROT | Director, CEO 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 |
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 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, 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 et consignations | |
| OLIVIER SICHEL | Deputy Chief Executive Officer of Caisse des Dépôts et consignations | |
| NICOLAS DUFOURCQ | Chief Executive Officer of Bpifrance | |
| VIRGINIE CHAPRON-DU-JEU | Director of Finance for the Caisse des Dépôts et consignations Group | |
| PIERRE CHEVALIER | Head of Legal and Tax Department | |
| NATHALIE TUBIANA | Risk Director of the Caisse des Dépôts et consignations Group | |
| OLIVIER MAREUSE | Chief Investment officer - Director of Savings Funds at Caisse des Dépôts et consignations | |
| CATHERINE MAYENOBE | Secretary General of Caisse des Dépôts et consignations Group | |
| SOPHIE QUATREHOMME | Group Corporate Communications Director | |
| MICHEL YAHIEL | Pensions and Solidarity Director | |
| ANTOINE SAINTOYANT | Director of strategic holdings at Caisse des Dépôts et consignations |
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 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 | |
| PIERRE CHABROL | Director, Deputy Director at the Directorate of Financing, Industry and Market of the Ministry of Economy and Finance | |
| LOUIS PASQUIER DE FRANCLIEU | Director, Deputy Director at the 3rd 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 | |
| EMMANUELLE BENHAMOU | Director, Deputy at the audit and accounting department of the Agence des Participations de l’Etat (French State Shareholding Agency) | |
| GERALDINE LEVEAU | 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 | |
| ALEXIS ZAJDENWEBER | Director, Chairman of the Agence des Participations de l’Etat (French State Shareholding Agency) | |
| SEBASTIEN RASPILLER | Director, Chief of the service relating to the financing of the economy at the Direction Générale du Trésor (French Treasury) | |
| 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 |
| SOPHIE STABILE | Director, CFO at Groupe Lagardère | |
| 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 of strategic holdings at Caisse des Dépôts | |
| DIANE SIMIU | Director, deputy of the general commissioner for sustainable development at the Ministry for economic and solidarity transition |
4
