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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
|
Cellectis S.A. (Name of Issuer) |
Ordinary Shares, nominal value EUR0.05 per share (Title of Class of Securities) |
(CUSIP Number) |
Sophie Paquin 6-8, boulevard Haussmann, Paris, I0, 75009 33 6 37 85 94 06 John Partigan Lloyd Spencer Nixon Peabody LLP, 799 9 Street NW Ste 500 Washington, DC, 20001 202-585-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/28/2026 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
|
| CUSIP No. |
| 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 (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,559,534.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Caisse des Depots | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,559,534.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
CDC Croissance 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 (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 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 (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,559,534.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 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 (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,559,534.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, nominal value EUR0.05 per share | |
| (b) | Name of Issuer:
Cellectis S.A. | |
| (c) | Address of Issuer's Principal Executive Offices:
8, rue de la Croix Jarry, Paris,
FRANCE
, 75013. | |
Item 1 Comment:
Introductory Statement:
This Amendment No. 7 ("Amendment") is being filed by Caisse des Depots, a French special public entity (etablissement special) ("CDC"), CDC Croissance S.A., a societe anonyme incorporated under the laws of the Republic of France, Bpifrance Participations S.A., a societe anonyme incorporated under the laws of the Republic of France ("Bpifrance Participations"), Bpifrance S.A., a societe anonyme incorporated under the laws of the Republic of France ("Bpifrance"), and EPIC Bpifrance, a French public institution of industrial and commercial nature ("EPIC" ) (collectively, the "Reporting Persons") pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
This Amendment relates to the ordinary shares, nominal value EUR0.05 per share (the "Ordinary Shares"), of Cellectis S.A. (the "Issuer"). This Amendment amends and supplements the Schedule 13D relating to Ordinary Shares of the Issuer filed with the Securities and Exchange Commission (the "SEC") on August 4, 2020, as amended by: (i) Amendment No. 1 to Schedule 13D filed with the SEC on February 12, 2021; (ii) Amendment No. 2 to Schedule 13D filed with the SEC on February 14, 2023; (iii) Amendment No. 3 to Schedule 13D filed with the SEC on November 13, 2023; (iv) Amendment No. 4 to Schedule 13D filed with the SEC on May 21, 2024; (v) Amendment No. 5 to Schedule 13D filed with the SEC on January 30, 2025; and (vi) Amendment No. 6 to Schedule 13D filed with the SEC on December 12, 2025 (collectively, as amended, the "Schedule 13D").
Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (b) | Item 2(b) of the Schedule 13D is hereby amended and supplemented as follows:
The business address for CDC Croissance is 4 square Edouard VII, 75009 Paris, France. | |
| (c) | Information concerning the executive officers and directors of Bpifrance Participations, CDC Croissance S.A., CDC, EPIC and Bpifrance required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D is provided in Exhibit 99.2 to this Amendment and incorporated herein by reference. | |
| (d) | None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Exhibit 99.2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). | |
| (e) | None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Exhibit 99.2 has, during the last five years, 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. | |
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
CDC Croissance sold the amount of Ordinary Shares on the dates and at the prices set forth below in open market transactions. All daily sales of the Ordinary Shares were sold in multiple transactions at varying prices. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this Schedule 13D.
September 15, 2026:
-284,444 Ordinary Shares at a weighted average price of EUR1.36 per share (multiple transactions at prices ranging from EUR1.30 to EUR1.45, inclusive).
September 16, 2026:
-70,671 Ordinary Shares at a weighted average price of EUR1.19 per share (multiple transactions at prices ranging from EUR1.17 to EUR1.30, inclusive).
September 17, 2026:
-94,885 Ordinary Shares at a weighted average price of EUR1.23 per share (multiple transactions at prices ranging from EUR1.15 to EUR1.29, inclusive).
October 19, 2026:
-111,425 Ordinary Shares at a weighted average price of EUR0.96 per share (multiple transactions at prices ranging from EUR0.94 to EUR1.01, inclusive).
October 20, 2026:
-158,575 Ordinary Shares at a weighted average price of EUR0.93 per share (multiple transactions at prices ranging from EUR0.91 to EUR0.96, inclusive).
October 26, 2026:
-31,734 Ordinary Shares at a weighted average price of EUR0.94 per share (multiple transactions at prices ranging from EUR0.94 to EUR0.96, inclusive).
October 27, 2026:
-179,581 Ordinary Shares at a weighted average price of EUR0.93 per share (multiple transactions at prices ranging from EUR0.90 to EUR0.97, inclusive).
October 28, 2026:
-88,685 Ordinary Shares at a weighted average price of EUR1.07 per share (multiple transactions at prices ranging from EUR0.98 to EUR1.18, inclusive).
All of the Ordinary Shares that are held of record by the Reporting Persons as reported herein were acquired for investment purposes. The Reporting Persons retain the right to change their investment intent, from time to time to acquire additional Ordinary Shares or other securities of the Issuer, or to sell or otherwise dispose of all or part of the Ordinary Shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.
Except as set forth above, none of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows:
As of the date hereof, Bpifrance Participations holds directly 5,873,247 Ordinary Shares, which represents approximately 8.1% of the Issuer's outstanding Ordinary Shares, and 9,559,534 voting rights related to such Ordinary Shares, which represents approximately 10.0% of outstanding voting rights.
As of the date hereof, none of Bpifrance, EPIC, CDC Croissance or CDC holds any Ordinary Shares directly. Bpifrance may be deemed to be the beneficial owner of 5,873,247 Ordinary Shares and 9,559,534 voting rights, indirectly through its 99.99% ownership of Bpifrance Participations. EPIC may be deemed to be the beneficial owners of 5,873,247 Ordinary Shares and 9,559,534 voting rights, indirectly through its joint ownership and control of Bpifrance. CDC may be deemed to be the beneficial owner of 5,873,247 Ordinary Shares and 9,559,534 voting rights, indirectly through its joint ownership and control of Bpifrance.
The percentage of Ordinary Shares and voting rights beneficially owned by each Reporting Person is based on 72,732,781 outstanding Ordinary Shares and 95,563,044 outstanding voting rights of the Issuer, as of September 30, 2026, published by the Issuer on October 7, 2026. The amount of outstanding Ordinary Shares and voting rights disclosed in the prior sentence is calculated under U.S. law, which requires treasury shares to be excluded from the calculation of outstanding shares. Under French law, treasury shares are required to be included in the calculation of outstanding shares. Using the French law requirements, the Issuer has 100,732,781 outstanding Ordinary Shares and 105,563,044 outstanding voting rights, as of September 30, 2026, published by the Issuer on October 7, 2026, and (i) Bpifrance Participations' Ordinary Share holdings represent approximately 5.8% of the Issuer's outstanding Ordinary Shares, and its voting rights represent approximately 9.1% of outstanding voting rights, and (ii) CDC Croissance's Ordinary Share holdings represent less than 1.0% of the Issuer's outstanding Ordinary Shares, and its voting rights represent less than 1.0% of outstanding voting rights. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows:
See the information contained on the cover pages of this Amendment, which is incorporated herein by reference. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:
Except as disclosed in this Amendment, there have been no reportable transactions with respect to the Ordinary Shares of the Issuer within the last 60 days by the Reporting Persons, or, to the best of their knowledge, any of the persons referred to in Exhibit 99.2. | |
| Item 7. | Material to be Filed as Exhibits. | |
EX 99.1 - Joint Filing Agreement, dated as of February 12, 2021, by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to Amendment No. 1 to Schedule 13D filed on February 12, 2021)
EX 99.2 - Information with respect to the Directors and Executive Officers of the Reporting Persons | ||
| 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.
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Exhibit 99.2
Information with respect to Directors and Executive Officers of the Reporting Persons
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 | |
| MARION CABROL | Director, Investment manager at the Department of strategic holdings at Caisse des Dépôts | |
| OLIVIER RAVEL | Director, Head of M&A within the Department of strategic holdings at Caisse des Dépôts | |
| FREDERIC SAINT-GEOURS | Director, formerly vice chairman of the board of directors of SNCF SA | |
| FRENCH STATE represented by GuilLemette Kreis | Director, Investment manager at the Agence des Participations de l’Etat (French State Shareholding Agency) | |
| CAMILLE SUTTER | Director, head of the Corporate Financing and Development Office, Direction Générale du Trésor (French Treasury) | |
| CHLOE MAYENOBE | Director, Chief Operating Officer at Thunes | |
| CAROLINE PAROT | Director, CEO of Groupe Maisons de Famille | |
| JEROME GAZZANO | Director, deputy Director for Innovation in the General Directorate for Companies of the Ministry of Economy and Finance | |
| PIERRE AUBOUIN | Director, deputy Director of Investment and Director of the division Sales and Strategic management of the Portfolio Banque des Territoires |
EXECUTIVE OFFICERS
| Name | Present Principal Occupation or Employment | |
| NICOLAS DUFOURCQ | Chief Executive Officer | |
| JOSÉ GONZALO | Executive Director | |
| PIERRE BENEDETTI | Chief Financial Officer |
1
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 | |
| OLIVIER SICHEL | Chief Executive Officer of Caisse des Dépôts | |
| NICOLAS DUFOURCQ | Chief Executive Officer of Bpifrance | |
| VIRGINIE CHAPRON-DU JEU | Head of Risk Management of Caisse des Dépôts | |
| PIERRE CHEVALIER | Head of Legal Affairs, compliance and Ethics | |
| NATHALIE TUBIANA | Head of finance and Sustainable Development Policy at Caisse des Dépôts | |
| OLIVIER MAREUSE | Deputy Chief Executive Officer and Head of Asset Management and Saving Funds | |
| CATHERINE MAYENOBE | Deputy Chief Executive and Head of Operations and Business Transformation Director of Caisse des Dépôts | |
| SOPHIE QUATREHOMME | Head of Communications, Corporate Sponsorship and Partnerships | |
| MARIANNE KERMOAL-BERTHOME | Head of Social Policy | |
| ANTOINE SAINTOYANT | Deputy general manager at Caisse des Dépôts and Head of Banque des Territoires | |
| JULIE-AGATHE BAKALOWICZ | Chief Advisor to the Chief Executive Office | |
| AURELIE ROBINEAU-ISRAĒL | Head of Human Resources | |
| AUDREY GIRARD | Head of Strategic Investments |
2
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 | |
| JEAN BENSAÏD | Director, Chairman, Chief Executive Officer of EPIC Bpifrance | |
| ESTELLE DHONT-PELTRAULT | Director, assistant to the Head of the Innovation, Technology Transfer and Regional Action Department in the General Directorate for Research and Innovation | |
| SANDRINE MENARD | Director, Deputy for Corporate Financing and Financial Markets | |
| JOHN PALACIN | Director, Head of the office for the General Secretary for Public Investment | |
| CÉDRIC PEIGNAT | Director, Head of the office for Energy, Investments, Industry and Innovation in the General Directorate for Budget of the Ministry of Economy and Finance | |
| EMMANUELLE BENHAMOU | Director, Deputy at the audit and accounting department of the Agence des Participations de l'Etat (French State Shareholding Agency) | |
| DAVID HELM | Director, Head of Innovation Financing and Intellectual Property in the General Directorate for Companies of the Ministry of Economy and Finance |
3
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 | |
| OLIVIER SICHEL | Director, Chairman of Bpifrance, Chief Executive Officer of Caisse des Dépôts | |
| NICOLAS DUFOURCQ | Director, Chief Executive Officer of Bpifrance and Director, Chairman and Chief Executive Officer of Bpifrance Participations | |
| ANTOINE SAINTOYANT | Director, Deputy general manager at Caisse des Dépôts and Head of Banque des Territoires | |
| ALEXIS ZAJDENWEBER | 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 | |
| PIERRE-ANDRE DE CHALENDAR | Director, honorary Chairman of Saint-Gobain | |
| MARTINE BOUTINET | Director representing the shareholders of Bpifrance, Corporate Director | |
| STEPHANIE SCHAER | Director, former Interministerial director of digital affairs | |
| MARION CABROL | Director, Investment manager in the Department of strategic holdings at Caisse des Dépôts | |
| STEPHANIE PERNOD | Director, Vice-president of the Regional Council of Auvergne-Rhône-Alpes, in charge of the economy, relocation, regional preference and digital | |
| NATHALIE TUBIANA | Director, Head of finance and sustainable policy of Caisse des Dépôts | |
| CLAIRE CHEREMETINSKI | Director, Deputy Director General of the Treasury | |
| BRICE HUET | Director, General commissioner for sustainable development | |
| DELPHINE GARCIN-MEUNIER | Director, Corporate Director |
4
Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of
CDC CROISSANCE S.A.
The name, business address and present principal occupation or employment of each of the directors and executive officers of CDC Croissance S.A. are set forth below. The business address of each director and executive officer is CDC Croissance S.A., 209, 4 square Edouard VII, 75009 Paris, France. Unless otherwise indicated, each such person is a citizen of France.
BOARD OF DIRECTORS
| Name | Present Principal Occupation or Employment | |
| OLIVIER MAREUSE | Chief Investment Officer and Director of Saving Funds at Caisse des Dépôts. | |
| LAURENCE GIRAUDON | Director, Chief Operating Officer, Finance and Operations Department, Asset Management Division | |
| GILLES HAYEM | Director, Head of Listed Equities Portfolio Management, Asset Management Division at Caisse des Dépôts | |
| FLORENCE BONNEVAY | Director, Chief Executive Officer of Allesens | |
| OLIVIER HEREIL | Director, Chief Investment Officer at BNP Paribas Cardif |
EXECUTIVE OFFICERS
| Name | Present Principal Occupation or Employment | |
| AUDE DE LARDEMELLE | Chief Executive Director |
5