Sec Form 13D Filing - Bpifrance Participations SA filing for SEQUANS COMMUNICATIONSSEQUANS COMMUNICATIONS - 2022-03-17

Insider filing report for Changes in Beneficial Ownership

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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, a s reported in the Form 6-K filed by Sequans Communications S.A. with the SEC on March 15, 2022.

 

 Page 2 of 12 Pages 

 

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.

 

 Page 3 of 12 Pages 

 

 

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. 

 

 Page 4 of 12 Pages 

 

 

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. 

 

 Page 5 of 12 Pages 

 

 

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.

 

 Page 6 of 12 Pages 

 

 

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 (incorporated by reference to Exhibit 99.1 to the Reporting Person’s Schedule 13D/A filed on February 12, 2021).

 

 Page 7 of 12 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: 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

 

 Page 8 of 12 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
     
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 

 

 Page 9 of 12 Pages 

 

 

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

 

 Page 10 of 12 Pages 

 

 

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

 

 Page 11 of 12 Pages 

 

 

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)

 

 Page 12 of 12 Pages