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UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

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

 

Cellectis S.A.

(Name of Issuer)

Ordinary Shares, nominal value €0.05 per share

(Title of Class of Securities)

15117K103 (American Depositary Shares, each representing one Ordinary Share)

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 


 

 

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

Citizenship or Place of Organization
France

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
Not applicable.

 

6

Shared Voting Power
2,879,500 Ordinary Shares; 5,759,000 voting rights

 

7

Sole Dispositive Power
Not applicable.

 

8

Shared Dispositive Power
2,879,500 Ordinary Shares; 5,759,000 voting rights

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,879,500 Ordinary Shares; 5,759,000 voting rights

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
8.1% of the Ordinary Shares

 

 

12

Type of Reporting Person (See Instructions)
OO

 

2


 

 

1

Name of Reporting Person
Caisse des Dépôts et Consignations

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
France

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
Not applicable.

 

6

Shared Voting Power
2,975,500 Ordinary Shares; 5,855,000 voting rights

 

7

Sole Dispositive Power
Not applicable.

 

8

Shared Dispositive Power
2,975,500 Ordinary Shares; 5,855,000 voting rights

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,975,500 Ordinary Shares; 5,855,000 voting rights

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
8.4% of the Ordinary Shares

 

 

12

Type of Reporting Person (See Instructions)
OO

 

3


 

 

1

Name of Reporting Person
EPIC Bpifrance

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
France

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
Not applicable.

 

6

Shared Voting Power
2,879,500 Ordinary Shares; 5,759,000 voting rights

 

7

Sole Dispositive Power
Not applicable.

 

8

Shared Dispositive Power
2,879,500 Ordinary Shares; 5,759,000 voting rights

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,879,500 Ordinary Shares; 5,759,000 voting rights

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
8.1% of the Ordinary Shares

 

 

12

Type of Reporting Person (See Instructions)
OO

 

4


 

 

1

Name of Reporting Person
Bpifrance S.A.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
France

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
Not applicable.

 

6

Shared Voting Power
2,879,500 Ordinary Shares; 5,759,000 voting rights

 

7

Sole Dispositive Power
Not applicable.

 

8

Shared Dispositive Power
2,879,500 Ordinary Shares; 5,759,000 voting rights

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,879,500 Ordinary Shares; 5,759,000 voting rights

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
8.1% of the Ordinary Shares

 

 

12

Type of Reporting Person (See Instructions)
OO

 

5


 

Item 1 (a)

Name of Issuer
Cellectis S.A.

Item 1 (b)

Address of Issuer’s Principal Executive Offices:
8, rue de la Croix Jarry

75013 Paris

FRANCE

 

Item 2 (a)

Name of Person Filing:
(i) Bpifrance Participations S.A.

(ii) Caisse des Dépôts et Consignations (“CDC”)

(iii) EPIC Bpifrance (“EPIC”)

(iv) Bpifrance S.A.

Item 2 (b)

Address of Principal Business Office:
(i) 27-31, avenue du Général Leclerc

94710 Maisons-Alfort Cedex

France

 

(ii) 56, rue de Lille

75007 Paris

France

 

(iii) 27-31, avenue du Général Leclerc

94710 Maisons-Alfort Cedex

France

 

(iv) 27-31, avenue du Général Leclerc

94710 Maisons-Alfort Cedex

France

Item 2 (c)

Citizenship:
France

Item 2 (d)

Title of Class of Securities:
Ordinary Shares, nominal value €0.05 per share (“Ordinary Shares”)

Item 2 (e)

CUSIP Number:
15117K103 (American Depositary Shares, each representing one Ordinary Share)

 

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:

 

Not applicable.

 

6


 

Item 4

Ownership:

Please see Items 5, 6, 7, 8, 9 and 11 of each cover sheet for each filing entity.

 

Bpifrance Participations S.A. is a French public investment fund specializing in the business of equity financing via direct investment or fund of funds. Bpifrance Participations S.A. is a wholly-owned subsidiary of Bpifrance S.A., a French financial institution especially created for this purpose. CDC, a French special public entity (établissement special) and EPIC, a French public institution of industrial and commercial nature, each hold 50% of the share capital of Bpifrance S.A. and jointly control Bpifrance S.A. CDC is principally engaged in the business of long-term investments. EPIC is principally engaged in the business of banking finance.

 

As of December 31, 2015 and December 31, 2016, Bpifrance Participations S.A. held directly 2,879,500 Ordinary Shares (representing 5,759,000 voting rights), and neither Bpifrance S.A., CDC nor EPIC held any Ordinary Shares directly. Bpifrance S.A. may be deemed to be the beneficial owner of 2,879,500 Ordinary Shares (representing 5,759,000 voting rights), indirectly through its sole ownership of Bpifrance Participations S.A. CDC and EPIC may be deemed to be the beneficial owners of 2,879,500 Ordinary Shares (representing 5,759,000 voting rights), indirectly through their joint ownership and control of Bpifrance S.A. In addition, CDC is the beneficial owner of an additional 96,000 Ordinary Shares (representing 96,000 voting rights) indirectly through its wholly-owned subsidiary CDC Entreprises Valeurs Moyennes (CDCEVM).

 

Item 5

Ownership of 5 Percent or Less of a Class:

Not applicable.

 

Item 6

Ownership of More than 5 Percent on Behalf of Another Person:

Not applicable.

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Not applicable.

 

Item 8

Identification and Classification of Members of the Group:

Not applicable.

 

Item 9

Notice of Dissolution of Group:

Not applicable.

 

 

Item 10

Certifications:

Not applicable.

 

7


 

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: February 14, 2017

Bpifrance Participations S.A.

 

 

 

By:

/s/ Nicolas Dufourcq

 

Name:

Nicolas Dufourcq

 

Title:

CEO

 

 

 

Dated: February 14, 2017

Caisse des Dépôts et Consignations

 

By:

/s/ Joel Prohin*

 

Name:

Joel Prohin

 

Title:

Director of asset management

 

 

 

Dated: February 14, 2017

EPIC Bpifrance

 

 

 

 

By:

/s/ Sophie Paquin**

 

Name:

Sophie Paquin

 

Title:

Director of Legal Affairs

 

 

 

Dated: February 14, 2017

Bpifrance S.A.

 

 

 

 

By:

/s/ Nicolas Dufourcq

 

Name:

Nicolas Dufourcq

 

Title:

CEO

 

* Joel Prohin is signing on behalf of Caisse des Dépôts et Consignations by executive order from the general manager of Caisse des Dépôts et Consignations previously filed with the Securities and Exchange Commission on February 14, 2017 as Exhibit 2 to Schedule 13G, and hereby incorporated herein by reference.

 

** Sophie Paquin is signing on behalf of EPIC Bpifrance by power of attorney previously filed with the Securities and Exchange Commission on February 14, 2017 as Exhibit 3 to Schedule 13G, and hereby incorporated herein by reference.

 

8

Exhibit 99.1

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf  of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the ordinary shares of Cellectis S.A. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 14, 2017.

 

Dated: February 14, 2017

Bpifrance Participations S.A.

 

 

 

By:

/s/ Nicolas Dufourcq

 

Name:

Nicolas Dufourcq

 

Title:

CEO

 

 

 

Dated: February 14, 2017

Caisse des Dépôts et Consignations

 

By:

/s/ Joel Prohin

 

Name:

Joel Prohin

 

Title:

Director of asset management

 

 

 

Dated: February 14, 2017

EPIC Bpifrance

 

 

 

 

By:

/s/ Sophie Paquin

 

Name:

Sophie Paquin

 

Title:

Director of Legal Affairs

 

 

 

Dated: February 14, 2017

Bpifrance S.A.

 

 

 

 

By:

/s/ Nicolas Dufourcq

 

Name:

Nicolas Dufourcq

 

Title:

CEO