Sec Form 4 Filing - Clarken Megan @ Criteo S.A. - 2021-12-13

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Clarken Megan
2. Issuer Name and Ticker or Trading Symbol
Criteo S.A. [ CRTO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O CRITEO LEGAL DEPARTMENT, 387 PARK AVENUE SOUTH, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/13/2021
(Street)
NEW YORK, NY10016
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares( 1 ) 12/13/2021 S( 2 ) 43,367 D $ 41.1604 210,141( 3 ) D
Ordinary Shares( 1 ) 12/14/2021 M 135,108 A $ 17.7313 345,249( 3 ) D
Ordinary Shares( 1 ) 12/14/2021 S 135,108 D $ 40.5079( 4 ) 210,141( 3 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 17.7313 12/14/2021 M 135,108 ( 5 ) 12/11/2029 Ordinary Shares( 1 ) 135,108 $ 0 195,371 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Clarken Megan
C/O CRITEO LEGAL DEPARTMENT
387 PARK AVENUE SOUTH, 12TH FLOOR
NEW YORK, NY10016
X Chief Executive Officer
Signatures
/s/ Ryan Damon, as attorney-in-fact for Megan Clarken 12/15/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Ordinary Shares may be represented by American Depository Shares, each of which represents One Ordinary Share.
( 2 )These securities were automatically sold on the reporting person's behalf to fund tax withholding obligations arising from the settlement of a previously-reported security award.
( 3 )For more information about the equity of the issuer held by the reporting person, please see the issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission.
( 4 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $40.01 to $41.22, inclusive. The reporting person undertakes to provide to any security holder of Criteo S.A. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
( 5 )Stock options granted on December 11, 2019. One-fourth of the grant vests on the first anniversary of the grant date and additional 1/16th of the grant vests quarterly thereafter for a period of 36 months, subject to continued service through each vesting date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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