Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
|
Constellium SE (Name of Issuer) |
Ordinary Shares, nominal value EUR0.02 per share (Title of Class of Securities) |
F21107101 (CUSIP Number) |
Sophie Paquin 6-8, boulevard Haussmann, Paris, I0, 75009 33 1 53 89 55 73 John Partigan Lloyd Spencer 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) |
05/26/2026 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | F21107101 |
| 1 |
Name of reporting person
Caisse des Depots (CDC) | ||||||||
| 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
8,403,903.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | F21107101 |
| 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
8,403,903.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | F21107101 |
| 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
8,403,903.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | F21107101 |
| 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
8,403,903.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.2 % | ||||||||
| 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 EUR0.02 per share | |
| (b) | Name of Issuer:
Constellium SE | |
| (c) | Address of Issuer's Principal Executive Offices:
300 East Lombard Street, Suite 1710, Baltimore,
MARYLAND
, 21202. | |
Item 1 Comment:
Introductory Statement: This Amendment No. 6 (this "Amendment") is being filed by Bpifrance Participations S.A., a societe anonyme incorporated under the laws of the Republic of France ("Bpifrance Participations"), EPIC Bpifrance, a French public institution of industrial and commercial nature ("EPIC"), Bpifrance S.A., a societe anonyme incorporated under the laws of the Republic of France ("Bpifrance"), and Caisse des depots, a French special public entity (etablissement special) ("CDC") (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 Euro 0.02 per share (the "Ordinary Shares") of Constellium SE (the "Issuer"). This Amendment amends the Statement on Schedule 13D relating to Ordinary Shares of the Issuer filed with the Securities and Exchange Commission (the "SEC") on June 10, 2013, as amended by Amendment No. 1 filed with the SEC on July 25, 2013, Amendment No. 2 filed with the SEC on September 7, 2017, Amendment No. 3 filed with the SEC on November 8, 2017, Amendment No. 4 filed with the SEC on August 10, 2023, and Amendment No. 5 filed with the SEC on June 6, 2024 (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 in this Amendment but not otherwise defined herein have the meanings given to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (c) | Information concerning the executive officers and directors of Bpifrance Participations, EPIC, Bpifrance, and CDC required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D is provided in Exhibit 99.4 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 99.4 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 99.4 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 is hereby amended and supplemented as follows: On May 26, 2026, Bpifrance Participations sold 4,190,000 Ordinary Shares by two block trades each at $33.89 per share. 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 8,403,903 Ordinary Shares, which represents approximately 6.2% of the Issuer's Ordinary Shares. As of the date hereof, none of Bpifrance S.A., CDC, or EPIC holds any Ordinary Shares directly. Bpifrance S.A. may be deemed to be the beneficial owner of 8,403,903 Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations. CDC and EPIC may be deemed to be the beneficial owners of 8,403,903 Ordinary Shares, indirectly through their joint ownership and control of Bpifrance S.A. The ownership percentages are calculated based on 136,150,450 Ordinary Shares outstanding as of April 1, 2026, as reported by the Issuer in its definitive proxy statement filed with the SEC on April 10, 2026. | |
| (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: The information set forth in Item 4 is hereby incorporated by reference to this Item 5(c). 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 99.4. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows: In connection with the block sales described above in Item 4, Bpifrance Participations has agreed, for a period of 60 days, to not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares of the Issuer or any securities convertible into or exercisable or exchangeable for Ordinary Shares of the Issuer subject to certain exceptions and approvals. | ||
| Item 7. | Material to be Filed as Exhibits. | |
EX 99.1: Power of Attorney -- CDC (incorporated by reference to Exhibit 1 to Amendment No. 2 to the Schedule 13D filed by Bpifrance Participations on September 7, 2017). EX 99.2: Power of Attorney -- Bpifrance S.A (incorporated by reference to Exhibit 2 to Amendment No. 2 to the Schedule 13D filed by Bpifrance Participations on September 7, 2017). EX 99.3: Power of Attorney -- EPIC and Bpifrance Participations (incorporated by reference to Exhibit 3 to Amendment No. 1 to the Schedule 13G filed by Bpifrance Participations on February 14, 2017). EX 99.4: 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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