| Item 1. | |
| (a) | Name of issuer:
Criteo S.A. |
| (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:
i. BlueCrest Capital Management Limited (the "Investment Manager"), which serves as investment manager to BSMA Limited, a Cayman Islands exempted company (the "Fund"); and
ii. Michael Platt ("Mr. Platt"), who serves as principal, director, and control person of the Investment Manager; and
with respect to the ADR (as defined herein) held for the account of the Fund. BlueCrest Capital Management (New York) LP acts as sub-investment manager of the Fund, and reports to the Investment Manager.
This statement is also filed by:
i. Joseph Walkush, who serves as Senior Portfolio Manager for BlueCrest Capital Management (New York) LP; and
ii. Costin Bontas, who serves as Senior Portfolio Manager for BlueCrest Capital Management (New York) LP; and
iii. Eric Dong, who serves as Senior Portfolio Manager for BlueCrest Capital Management (New York) LP.
with respect to the ADR (as defined herein) held in accounts in each of their own name. |
| (b) | Address or principal business office or, if none, residence:
The address of the business office of the Investment Manager and Mr. Platt is:
Ground Floor
Harbour Reach, La Rue de Carteret
St Helier
Jersey
Channel Islands
JE2 4HR
The address of the business office of each of Messrs. Walkush, Bontas and Dong is:
601 Brickell Key Drive
Suite 1050
Miami, FL 33131 |
| (c) | Citizenship:
The Investment Manager is a company organized under the laws of Jersey, Channel Islands, operating solely out of Jersey, Channel Islands. Mr. Platt is a citizen of the United Kingdom. Each of Messrs. Walkush, Bontas and Dong is a citizen of the United States. |
| (d) | Title of class of securities:
American Depositary Shares (ADSs), each representing one ordinary share, nominal value 0.025 per share. |
| (e) | CUSIP No.:
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| 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) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The Investment Manager and Mr. Platt beneficially own 2,260,000 ADS.
Mr. Walkush beneficially owns 115,000 ADS.
Mr. Bontas beneficially owns 150, 605 ADS
Mr. Dong beneficially owns 130,000 ADS. |
| (b) | Percent of class:
Investment Manager: 4.53%
Mr. Platt: 4.53%
Mr. Walkush: 0.23%
Mr. Bontas: 0.30%
Mr. Dong: 0.26% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Investment Manager: 2,260,000
Mr. Platt: 2,260,000
Mr. Walkush: 115,000
Mr. Bontas: 150,605
Mr. Dong: 130,000
|
| | (ii) Shared power to vote or to direct the vote:
Each of the Reporting Persons has shared power to vote or direct the vote of 0 shares of Common Stock.
|
| | (iii) Sole power to dispose or to direct the disposition of:
Investment Manager: 2,260,000
Mr. Platt: 2,260,000
Mr. Walkush: 115,000
Mr. Bontas: 150,605
Mr. Dong: 130,000
|
| | (iv) Shared power to dispose or to direct the disposition of:
Each of the Reporting Persons has shared power to vote or direct the vote of 0 shares of Common Stock.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See disclosure in Items 2 and 4 hereof. The Fund is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares covered by the Statement that may be deemed to be beneficially owned by the Reporting Persons. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See disclosure in Item 2 hereof. |
| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)