Sec Form 13D Filing - Bpifrance Participations SA filing for Innate Pharma SAInnate Pharma SA - 2022-12-06

 

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

Innate Pharma S.A.

(Name of Issuer)

 

Ordinary Shares, nominal value €0.05 per share

(Title of Class of Securities)

 

45781K105 (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)

 

November 23, 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 ¨.

 

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. 45781K105
	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 6,389,406 Ordinary Shares
			9		Sole Dispositive Power 0
			10		Shared Dispositive Power 6,389,406 Ordinary Shares
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,389,406 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) 8.0% of the Ordinary Shares; 7.9% of the theoretical voting rights1
	14	Type of Reporting Person (See Instructions) OO

 

1	Percentages of class is calculated based on 80,212,069 Ordinary Shares outstanding and 80,969,909 theoretical voting rights, respectively, as of November 18, 2022, as reported by Euronext N.V. on November 16, 2022.

 

 

CUSIP No. 45781K105
	1	Name of Reporting Person Caisse des dépôts et consignations
	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 7,186,628 Ordinary Shares
			9		Sole Dispositive Power 0
			10		Shared Dispositive Power 7,186,628 Ordinary Shares
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 7,186,628 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) 9.0% of the Ordinary Shares; 8.9% of the theoretical voting rights2
	14	Type of Reporting Person (See Instructions) OO

 

2	Percentages of class is calculated based on 80,212,069 Ordinary Shares outstanding and 80,969,909 theoretical voting rights, respectively, as of November 18, 2022, as reported by Euronext N.V. on November 16, 2022.

 

 

CUSIP No. 45781K105
	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 6,389,406 Ordinary Shares
			9		Sole Dispositive Power 0
			10		Shared Dispositive Power 6,389,406 Ordinary Shares
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,389,406 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) 8.0% of the Ordinary Shares; 7.9% of the theoretical voting rights3
	14	Type of Reporting Person (See Instructions) OO

 

3	Percentages of class is calculated based on 80,212,069 Ordinary Shares outstanding and 80,969,909 theoretical voting rights, respectively, as of November 18, 2022, as reported by Euronext N.V. on November 16, 2022.

 

 

CUSIP No. 45781K105
	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 6,389,406 Ordinary Shares
			9		Sole Dispositive Power 0
			10		Shared Dispositive Power 6,389,406 Ordinary Shares
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,389,406 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) 8.0% of the Ordinary Shares; 7.9% of the theoretical voting rights4
	14	Type of Reporting Person (See Instructions) OO

 

4	Percentages of class is calculated based on 80,212,069 Ordinary Shares outstanding and 80,969,909 theoretical voting rights, respectively, as of November 18, 2022, as reported by Euronext N.V. on November 16, 2022.

 

 

Amendment No. 2 to Schedule 13D

 

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2021, as amended by that certain Amendment No. 1 to Schedule 13D filed with the SEC on October 21, 202 (collectively, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 2 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 Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

 

Ownership is stated as of November 23, 2022, and the ownership percentages are based on 80,212,069 Ordinary Shares outstanding and 80,969,909 theoretical voting rights, respectively, as of November 18, 2022, as reported by Euronext N.V. on November 16, 2022.

 

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.

 

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

 

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

 

As of November 23, 2022, Bpifrance Participations held directly 6,389,406 Ordinary Shares and CDC Croissance S.A., a wholly-owned subsidiary of CDC (“CDC Croissance”), held directly 797,222 Ordinary Shares. None of Bpifrance, CDC nor EPIC held any Ordinary Shares directly. Bpifrance may be deemed to be the beneficial owner of 6,389,406 Ordinary Shares, indirectly through its ownership of Bpifrance Participations. EPIC may be deemed to be the beneficial owner of 6,389,406 Ordinary Shares, indirectly through its joint ownership and control of Bpifrance. CDC may be deemed to be the beneficial owner of (i) 6,389,406 Ordinary Shares, indirectly through its joint ownership and control of Bpifrance, and (ii) 797,222 Ordinary Shares, indirectly through its ownership of CDC Croissance.

 

(a) See also the information contained on the cover pages of this Schedule 13D, which is incorporated herein by reference. The percentages of Ordinary Shares beneficially owned and theoretical voting rights of each Reporting Person is based on 80,212,069 Ordinary Shares outstanding and 80,969,909 theoretical voting rights, respectively, as of November 18, 2022, as reported by Euronext N.V. on November 16, 2022.

 

(b) See the information contained on the cover pages of this Schedule 13D, which is incorporated herein by reference.

 

 

(c) Between October 14, 2022 and November 23, 2022, CDC Croissance, sold 839,318 Ordinary Shares it held directly:

 

Date			Amount of Shares				Average Per Share Price (EUR)				How Effected
10/14/2022				37,577				2.0343			Open Market
10/17/2022				30,000				2.0802			Open Market
10/18/2022				30,000				2.1147			Open Market
10/19/2022				29,997				2.0526			Open Market
10/20/2022				30,002				2.0433			Open Market
10/21/2022				30,001				2.0252			Open Market
10/24/2022				30,000				2.0790			Open Market
10/25/2022				30,000				2.0202			Open Market
10/26/2022				29,700				2.0221			Open Market
10/27/2022				30,150				2.0145			Open Market
10/28/2022				28,856				2.0145			Open Market
11/2/2022				16,188				2.0458			Open Market
11/3/2022				50,590				2.0268			Open Market
11/4/2022				53,222				2.0131			Open Market
11/7/2022				26,846				2.0232			Open Market
11/8/2022				23,631				2.0530			Open Market
11/9/2022				34,951				2.0183			Open Market
11/10/2022				64,572				2.0103			Open Market
11/14/2022				49,867				2.3855			Open Market
11/15/2022				31,367				2.2637			Open Market
11/16/2022				56,028				2.1584			Open Market
11/17/2022				40,666				2.1163			Open Market
11/18/2022				30,660				2.1264			Open Market
11/21/2022				8,149				2.1385			Open Market
11/22/2022				8,149				2.1309			Open Market
11/23/2022				8,149				2.1239			Open Market

 

(d) Not applicable.

 

(e) Not applicable.

 

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.

 

 

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: December 6, 2022
	Bpifrance Participations S.A
	By:	/s/ Sophie Pacquin
	Name:	Sophie Pacquin
	Title:	Director of Legal Affairs
	CDC des dépôts et consignations
	By:	/s/ Laurence Giraudon
	Name:	Laurence Giraudon
	Title:	Chief Operating Officer, Finance and Operations Department, Asset Management Division
	EPIC Bpifrance
	By:	/s/ Sophie Pacquin
	Name:	Sophie Pacquin
	Title:	Director of Legal Affairs
	Bpifrance S.A
	By:	/s/ Boubakar Dione
	Name:	Boubakar Dione
	Title:	Group Director of Legal Affairs

 

 

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 of strategic holdings at Caisse des Dépôts
REMI FOURNIAL		Director, Head of M&A at Groupe 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, Chief Growth Officer and General Representative at Solarisbank
VICTOIRE AUBRY		Director, Chief Financial Officer of Icade
CAROLINE PAROT		Director, CEO of Europcar Mobility Group
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

 

 

APPENDIX B

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

CAISSE DES DÉPÔTS ET CONSIGNATIONS

 

The name, business address and present principal occupation or employment of each of the members of the Management Committee of Caisse des Dépôts et consignations are set forth below. The business address of each director and executive officer is Caisse des Dépôts et consignations, 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 et consignations
OLIVIER SICHEL		Deputy Chief Executive Officer of Caisse des dépôts et consignations
NICOLAS DUFOURCQ		Chief Executive Officer of Bpifrance, Bpifrance Participations and Bpifrance SA
VIRGINIE CHAPRON-DU-JEU		Director of Finance of  Caisse des dépôts et consignations
PIERRE CHEVALIER		Head of Legal and Tax Department of Caisse des dépôts et consignations
NATHALIE TUBIANA		Risk Director of Caisse des dépôts et consignations
OLIVIER MAREUSE		Chief Investment officer - Director of Savings Funds of Caisse des dépôts et consignations
CATHERINE MAYENOBE		Secretary General of Caisse des dépôts et consignations
SOPHIE QUATREHOMME		Group Corporate Communications Director of Caisse des dépôts et consignations
MICHEL YAHIEL		Pensions and Solidarity Director of Caisse des dépôts et consignations
ANTOINE SAINTOYANT		Director of strategic holdings of Caisse des dépôts et consignations
AURELIE ROBINEAU-ISRAEL		Director of Human Ressources of Caisse des dépôts et consignations

 

 

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
PIERRE CHABROL		Director, Deputy Director at the Directorate of Financing, Industry and Market of the Ministry of Economy and Finance
LOUIS PASQUIER DE FRANCLIEU		Director, Deputy Director at the 3rd 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
EMMANUELLE BENHAMOU		Director, Deputy at the audit and accounting department of the Agence des Participations de l’Etat (French State Shareholding Agency)
GERALDINE LEVEAU		Director, Deputy General Secretary for Public Investment

 

 

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
ALEXIS ZAJDENWEBER		Director, Chairman of the Agence des Participations de l’Etat (French State Shareholding Agency)
SEBASTIEN RASPILLER		Director, Chief of the service relating to the financing of the economy at the Direction Générale du Trésor (French Treasury)
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
SOPHIE STABILE		Director, CFO at Groupe Lagardère
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 of strategic holdings at Caisse des Dépôts
DIANE SIMIU		Director, deputy of the general commissioner for sustainable development at the Ministry for economic and solidarity transition