Statement of Ownership (sc 13g)
March 17 2020 - 6:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c),
AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.
)1
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Criteo S.A.
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(Name of Issuer)
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Ordinary Shares, nominal value €0.025 per share
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(Title of Class of Securities)
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March 3, 2020
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(Date of Event Which Requires Filing of this
Statement)
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Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
1
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 (however, see the Notes).
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1
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NAME OF REPORTING PERSON
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OKUMUS FUND MANAGEMENT LTD.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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3,776,626 (1)
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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- 0 -
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8
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SHARED DISPOSITIVE POWER
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3,776,626 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,776,626 (1)
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.1%
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12
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TYPE OF REPORTING PERSON
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CO
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(1) Represents American
Depositary Shares (“Shares”) (Each Share represents one Ordinary Share)
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1
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NAME OF REPORTING PERSON
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OKUMUS OPPORTUNISTIC VALUE FUND, LTD.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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BRITISH VIRGIN ISLANDS
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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3,776,626 (1)
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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- 0 -
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8
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SHARED DISPOSITIVE POWER
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3,776,626 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,776,626 (1)
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.1%
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12
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TYPE OF REPORTING PERSON
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CO
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(1) Represents American
Depositary Shares (“Shares”) (Each Share represents one Ordinary Share)
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1
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NAME OF REPORTING PERSON
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AHMET H. OKUMUS
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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REPUBLIC OF TURKEY
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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3,776,626 (1)
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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- 0 -
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8
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SHARED DISPOSITIVE POWER
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3,776,626 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,776,626 (1)
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.1%
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12
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TYPE OF REPORTING PERSON
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IN
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(1) Represents American
Depositary Shares (“Shares”) (Each Share represents one Ordinary Share)
The following constitutes the Schedule 13G filed by the undersigned
(the “Schedule 13G”).
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Item 1(a).
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Name of Issuer:
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Criteo S.A. (the “Issuer”).
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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32, rue Blanche
75009 Paris—France.
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Item 2(a).
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Name of Person Filing:
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This statement is filed by Okumus
Opportunistic Value Fund, Ltd., a company organized under the laws of the British Virgin Islands (“Opportunistic Value Fund”),
with respect to the Shares (as defined below) directly and beneficially owned by it, Okumus Fund Management Ltd., a company organized
under the laws of the Cayman Islands (“Okumus Fund Management”), as the investment manager of Opportunistic Value Fund,
and Ahmet H. Okumus, as the President of Okumus Fund Management and a director of Opportunistic Value Fund. Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
The filing of this Schedule 13G
shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically
disclaims beneficial ownership of the Shares reported herein.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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The principal business address of
Opportunistic Value Fund is Craigmuir Chambers, P.O. Box 71, Road Town, Tortola VG 1110. The principal business address of Okumus
Fund Management and Mr. Okumus is 767 Third Avenue, 35th Floor, New York, NY 10017.
Opportunistic Value Fund is organized
under the laws of the British Virgin Islands, Okumus Fund Management is organized under the laws of the Cayman Islands, and Mr.
Okumus is a citizen of the Republic of Turkey.
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Item 2(d).
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Title of Class of Securities:
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Ordinary Shares, nominal value €0.025
per share (the “Ordinary Shares”), and American Depository Shares (the “Shares”), each of which represents
one Ordinary Share.
226718104
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Item 3.
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If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person filing is a:
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/X/
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Not Applicable
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(a)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
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(f)
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Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
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(g)
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Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
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(h)
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
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(j)
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Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
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All ownership
information reported in this Item 4 is as of the close of business on March 16, 2020. The aggregate percentage of Shares reported
owned by each person named herein is based upon 61,920,758 Shares outstanding as of January 31, 2020, which is the total number
of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission
on March 2, 2020.
Opportunistic Value Fund
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(a)
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Amount beneficially owned:
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3,776,626 Shares
Approximately 6.1%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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0 Shares
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(ii)
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Shared power to vote or to direct the vote
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3,776,626 Shares
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(iii)
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Sole power to dispose or to direct the disposition of
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0 Shares
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(iv)
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Shared power to dispose or to direct the disposition of
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3,776,626 Shares
Okumus Fund Management
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(a)
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Amount beneficially owned:
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3,776,626 Shares
Approximately 6.1%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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0 Shares
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(ii)
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Shared power to vote or to direct the vote
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3,776,626 Shares
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(iii)
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Sole power to dispose or to direct the disposition of
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0 Shares
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(iv)
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Shared power to dispose or to direct the disposition of
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3,776,626 Shares
Ahmet Okumus
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(a)
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Amount beneficially owned:
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3,776,626 Shares
Approximately 6.1%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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0 Shares
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(ii)
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Shared power to vote or to direct the vote
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3,776,626 Shares
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(iii)
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Sole power to dispose or to direct the disposition of
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0 Shares
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(iv)
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Shared power to dispose or to direct the disposition of
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3,776,626 Shares
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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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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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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See Exhibit 99.1
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
By signing below I
certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: March 16, 2020
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Okumus Opportunistic Value Fund, Ltd.
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By:
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/s/ Ahmet H. Okumus
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Name:
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Ahmet H. Okumus
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Title:
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Director
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Okumus Fund Management Ltd.
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By:
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/s/ Ahmet H. Okumus
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Name:
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Ahmet H. Okumus
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Title:
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President
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/s/ Ahmet H. Okumus
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Ahmet H. Okumus
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