Amended Statement of Beneficial Ownership (sc 13d/a)
18 March 2022 - 1:00AM
Edgar (US Regulatory)
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) |
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