| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
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)
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)
February 12, 2021
(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. 15117K103 (American Depositary Shares, each representing one Ordinary Share) | ||
| 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 3,686,287 Ordinary Shares; 6,565,787 voting rights | |
| 9 | Sole Dispositive Power 0 | |
| 10 | Shared Dispositive Power 3,686,287 Ordinary Shares; 6,565,787 voting rights |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 3,686,287 Ordinary Shares; 6,565,787 voting rights |
| 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) 8.6% of the Ordinary Shares; 13.4% of the voting rights1 |
| 14 | Type of Reporting Person (See Instructions) OO |
| 1 | Percentage of class is calculated based on 42,780,186 Ordinary Shares outstanding as of December 31, 2020, as published by Cellectis S.A. with the AMF (Autorité des Marchés Financiers) on December 31, 2020. |
| Page 2 of 8 Pages |
| CUSIP No. 15117K103 (American Depositary Shares, each representing one Ordinary Share) | ||
| 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 3,961,387 Ordinary Shares; 6,840,887 voting rights | |
| 9 | Sole Dispositive Power 0 | |
| 10 | Shared Dispositive Power 3,961,387 Ordinary Shares; 6,840,887 voting rights |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 3,961,387 Ordinary Shares; 6,840,887 voting rights |
| 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) 9.2% of the Ordinary Shares; 14% of the voting rights2 |
| 14 | Type of Reporting Person (See Instructions) OO |
| 2 | Percentage of class is calculated based on 42,780,186 Ordinary Shares outstanding as of December 31, 2020, as published by Cellectis S.A. with the AMF (Autorité des Marchés Financiers) on December 31, 2020. |
| Page 3 of 8 Pages |
| CUSIP No. 15117K103 (American Depositary Shares, each representing one Ordinary Share) | ||
| 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 3,686,287 Ordinary Shares; 6,565,787 voting rights | |
| 9 | Sole Dispositive Power 0 | |
| 10 | Shared Dispositive Power 3,686,287 Ordinary Shares; 6,565,787 voting rights |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 3,686,287 Ordinary Shares; 6,565,787 voting rights |
| 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) 8.6% of the Ordinary Shares; 13.4% of the voting rights3 |
| 14 | Type of Reporting Person (See Instructions) OO |
| 3 | Percentage of class is calculated based on 42,780,186 Ordinary Shares outstanding as of December 31, 2020, as published by Cellectis S.A. with the AMF (Autorité des Marchés Financiers) on December 31, 2020. |
| Page 4 of 8 Pages |
| CUSIP No. 15117K103 (American Depositary Shares, each representing one Ordinary Share) | ||
| 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 3,686,287 Ordinary Shares; 6,565,787 voting rights | |
| 9 | Sole Dispositive Power 0 | |
| 10 | Shared Dispositive Power 3,686,287 Ordinary Shares; 6,565,787 voting rights |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 3,686,287 Ordinary Shares; 6,565,787 voting rights |
| 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) 8.6% of the Ordinary Shares; 13.4% of the voting rights4 |
| 14 | Type of Reporting Person (See Instructions) OO |
| 4 | Percentage of class is calculated based on 42,780,186 Ordinary Shares outstanding as of December 31, 2020, as published by Cellectis S.A. with the AMF (Autorité des Marchés Financiers) on December 31, 2020. |
| 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 August 4, 2020 (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 2. | Identity and Background. |
Item 2 of the Schedule 13D is hereby amended and restated as follows:
This Schedule 13D is filed jointly by (i) Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France (“Bpifrance Participations”), (ii) the Caisse des Dépôts, a French special public entity (établissement spécial) (“CDC”), (iii) EPIC Bpifrance, a French public institution of industrial and commercial nature (“EPIC”) and (iv) Bpifrance S.A., a société anonyme incorporated under the laws of the Republic of France. Bpifrance Participations, CDC, EPIC and Bpifrance S.A. are referred to herein collectively as the “Reporting Persons.” The principal address for CDC is 56, rue de Lille, 75007 Paris, France. The principal address for Bpifrance Participations, Bpifrance S.A. and EPIC is 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.
Bpifrance Participations is a French public investment entity specializing in the business of equity financing via direct investments or fund of funds. Bpifrance Participations is a subsidiary owned at 99.99% by Bpifrance S.A., a French credit institution. CDC and EPIC each hold 49.2% 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, a French public institution of industrial and commercial nature, is principally engaged in the business of banking finance.
Bpifrance S.A. may be deemed to be the beneficial owner of shares held by Bpifrance Participations, indirectly through its 99.99% ownership of Bpifrance Participations. CDC and EPIC may be deemed to be the beneficial owners of shares held by Bpifrance Participations, indirectly through their joint ownership and control of Bpifrance S.A.
Attached as Appendices A, B, C and D to Item 2 is information concerning the executive officers and directors of Bpifrance Participations, CDC, EPIC and Bpifrance S.A., respectively, required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D.
None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Appendices A, B, C and D to Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
| Page 6 of 8 Pages |
| Item 5. | Interest in Securities of the Issuer. |
Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:
| (c) | Bpifrance Participations purchased Ordinary Shares of Cellectis S.A. on the following dates at the daily average prices indicated below: |
| Date | Shares | Per Share Average Price |
How Effected | |||||||||
| September 8, 2020 | 22,527 | $ | 13.83 | Open Market | ||||||||
| September 9, 2020 | 4,665 | $ | 13.77 | Open Market | ||||||||
| September 9, 2020 | 22,758 (ADS) | $ | 16.16 | Open Market | ||||||||
| September 10, 2020 | 2,271 | $ | 14.12 | Open Market | ||||||||
| September 11, 2020 | 4,588 | $ | 14.55 | Open Market | ||||||||
| September 14, 2020 | 2,407 | $ | 14.71 | Open Market | ||||||||
| September 24, 2020 | 2,632 | $ | 14.99 | Open Market | ||||||||
| September 25, 2020 | 2,780 | $ | 14.86 | Open Market | ||||||||
| Total: | 64,268 | |||||||||||
CDC Croissance S.A., a wholly-owned subsidiary of CDC, purchased Ordinary Shares of Cellectis S.A. on the following date at the daily average price indicated below. As a result of this transaction, CDC Croissance S.A. holds 275,100 shares of Cellectis S.A. CDC may be deemed to be the beneficial owner of the shares held directly by Croissance S.A., indirectly through its ownership of CDC Croissance S.A.
| Date | Shares | Per Share Average Price |
How Effected | |||||||||
| July 31, 2020 | 500 | $ | 13,56 | Open Market | ||||||||
| Total: | 500 | |||||||||||
| 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: February 12, 2021 | ||
| Bpifrance Participations S.A. | ||
| By: | /s/ Sophie Paquin | |
| Name: | Sophie Paquin | |
| Title: | Director of Legal Affairs | |
| Caisse des Dépôts | ||
| By: | /s/ Laurence Giraudon | |
| Name: | Laurence Giraudon | |
| Title: | Chief Operating Officer, Finance and Operations Department,Asset Management Division | |
| 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 | |
| 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 at Caisse des Dépôts | |
| ANTOINE SAINTOYANT | Director, Director of strategic holdings 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 | |
| SOPHIE STABILE | Director, Founder and CEO of Révérence | |
| 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
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 |
| 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 | |
| YANN POUËZAT | Director, Deputy Director at the Directorate of Financing, Industry and Market of the Ministry of Economy and Finance | |
| 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 | |
| NAOMI PERES | 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 | |
| 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 | |
| BERNARD DELPIT | Director, Chief Financial Officer of Safran | |
| ANNABEL ANDRE | Director, Vice-president of the Regional Council of Auvergne-Rhone-Alpes, delegate for the economy and companies | |
| 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 |
| 4 |
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D (including amendments thereto) is filed on behalf of each of the undersigned and that all subsequent amendments to this foregoing shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
| Dated: February 12, 2021 | ||
| Bpifrance Participations S.A. | ||
| By: | /s/ Sophie Paquin | |
| Name: | Sophie Paquin | |
| Title: | Director of Legal Affairs | |
| Caisse des Dépôts | ||
| By: | /s/ Laurence Giraudon | |
| Name: | Laurence Giraudon | |
| Title: | Chief Operating Officer, Finance and Operations Department, Asset Management Division | |
| 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 | |
| 1 |