Filing Details

Accession Number:
0001104659-23-021198
Form Type:
13D Filing
Publication Date:
2023-02-13 19:00:00
Filed By:
Bpifrance Participations Sa
Company:
Cellectis S.a. (NASDAQ:CLLS)
Filing Date:
2023-02-14
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Bpifrance Participations S.A 0 5,873,247 0 5,873,247 5,873,247 10.6%
Caisse des d p ts et consignations 0 6,427,497 0 6,427,497 6,427,497 11.6%
EPIC Bpifrance 0 5,873,247 0 5,873,247 5,873,247 10.6%
Bpifrance S.A 0 5,873,247 0 5,873,247 5,873,247 10.6%
Filing

 

 

 

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

SCHEDULE 13D

 

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

 

Cellectis S.A.

(Name of Issuer)

 

Ordinary Shares, nominal value €0.05 per share

(Title of Class of Securities)

 

15117K103 (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)

 

February 7, 2023

(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. 15117K103 (American Depositary Shares, each representing one Ordinary Share)
  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
5,873,247 Ordinary Shares; 8,752,747 voting rights
 
9 Sole Dispositive Power
0
 
10 Shared Dispositive Power
5,873,247 Ordinary Shares; 8,752,747 voting rights
 
  11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,873,247 Ordinary Shares; 8,752,747 voting rights
 
  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)
10.6% of the Ordinary Shares1; 14.2% of the voting rights
 
  14 Type of Reporting Person (See Instructions)
OO
           

 

 

1 Percentage is calculated based on 55,475,610 Ordinary Shares, as reported by the Issuer in its Form 6-K filed with the SEC on February 8, 2023.

 

Page 2 of 7 Pages

 

 

CUSIP No. 15117K103 (American Depositary Shares, each representing one Ordinary Share)
  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
6,427,497 Ordinary Shares; 9,306,997 voting rights
 
9 Sole Dispositive Power
0
 
10 Shared Dispositive Power
6,427,497 Ordinary Shares; 9,306,997 voting rights
 
  11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,427,497 Ordinary Shares; 9,306,997 voting rights
 
  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)
11.6% of the Ordinary Shares2; 15.1% of the voting rights
 
  14 Type of Reporting Person (See Instructions)
OO
           

 

 

2 Percentage is calculated based on 55,475,610 Ordinary Shares, as reported by the Issuer in its Form 6-K filed with the SEC on February 8, 2023.

 

Page 3 of 7 Pages

 

 

CUSIP No. 15117K103 (American Depositary Shares, each representing one Ordinary Share)
  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
5,873,247 Ordinary Shares; 8,752,747 voting rights
 
9 Sole Dispositive Power
0
 
10 Shared Dispositive Power
5,873,247 Ordinary Shares; 8,752,747 voting rights
 
  11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,873,247 Ordinary Shares; 8,752,747 voting rights
 
  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)
10.6% of the Ordinary Shares3; 14.2% of the voting rights
 
  14 Type of Reporting Person (See Instructions)
OO
           

 

 

3 Percentage is calculated based on 55,475,610 Ordinary Shares, as reported by the Issuer in its Form 6-K filed with the SEC on February 8, 2023.

 

Page 4 of 7 Pages

 

 

CUSIP No. 15117K103 (American Depositary Shares, each representing one Ordinary Share)
  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
5,873,247 Ordinary Shares; 8,752,747 voting rights
 
9 Sole Dispositive Power
0
 
10 Shared Dispositive Power
5,873,247 Ordinary Shares; 8,752,747 voting rights
 
  11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,873,247 Ordinary Shares; 8,752,747 voting rights
 
  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)
10.6% of the Ordinary Shares4; 14.2% of the voting rights
 
  14 Type of Reporting Person (See Instructions)
OO
           

 

 

4 Percentage is calculated based on 55,475,610 Ordinary Shares, as reported by the Issuer in its Form 6-K filed with the SEC on February 8, 2023.

 

Page 5 of 7 Pages

 

 

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 August 4, 2020, as amended by Amendment No. 1 filed with the SEC on February 12, 2021 (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. 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:

 

The percentage ownership of Ordinary Shares is based on 54,367,810 Ordinary Shares outstanding after the offering, as reported by the Issuer in the Prospectus Supplement filed pursuant to Rule 424(b)(5) filed on February 2, 2023, and an additional 1,107,800 Ordinary Shares as a result of the exercise by the underwriters of their option to purchase additional shares, as reported by the Issuer in its Form 6-K filed with the SEC on February 8, 2023.

 

Bpifrance Participations participated in the offering and purchased 2,186,960 American Depositary Shares, or ADSs, at the offering price of $2.50 per ADS. Each ADS represents one Ordinary 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.

 

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

 

Except as described above, there have been no reportable transactions with respect to the Ordinary Shares of the Issuer within the last 60 days by the Reporting Persons.

 

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 (incorporate by reference to Exhibit 99.1 to Amendment No. 1 to Schedule 13D filed on February 12, 2021).

 

Page 6 of 7 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: February 14, 2023

 

  Bpifrance Participations S.A.
 

 

 
  By: /s/ Sophie Paquin
  Name: Sophie Paquin
  Title: Director of Legal Affairs
     
 

Caisse 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 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

 

Page 7 of 7 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
     
ANTOINE SAINTOYANT   Director, Director of strategic holdings 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
     
SOPHIE STABILE   Director, Founder and CEO of Révérence
     
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 

 

 1 

 

 

APPENDIX B

 

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 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., c/o 209, rue de l’Université, 75007 Paris, France. Unless otherwise indicated, each such person is a citizen of France.

 

BOARD OF DIRECTORS

 

Name    Present Principal Occupation or Employment 
Olivier Mareuse   Director of Asset Management and Savings Funds at Caisse des Dépôts. Deputy Director General
     
Virginie Chapron-DU JEU   Director of Risk at the Caisse des Dépôts Group
     
LAURENT DEBORDE    
     
françois-louis ricard    
     
nicolas fourt    
     

 

EXECUTIVE OFFICERS

 

Name   Present Principal Occupation or Employment
Christophe Bourdillon    

 

 2 

 

 

APPENDIX C

 

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 Risk at the Caisse des Dépôts Group
     
PIERRE CHEVALIER   Head of Legal and Tax Department
     
NATHALIE TUBIANA   Director of Finance at the Caisse des Dépôts Group
     
OLIVIER MAREUSE   Director of Asset Management and Savings Funds at Caisse des Dépôts. Deputy Director General
     
CATHERINE MAYENOBE   Director of Operations and Business Transformation Management. Deputy Managing Director
     
AURELIE ROBINEAU-ISRAEL   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

 

MARIE-LAURE GADRAT   Chief of Staff to the Director Général

 

 3 

 

 

APPENDIX D

 

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
     
YANN POUËZAT   Director, Deputy Director at the Directorate of Financing, Industry and Market of the Ministry of Economy and Finance
     
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
     
NAOMI PERES   Director, Deputy General Secretary for Public Investment

 

 4 

 

 

APPENDIX E

 

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
     
BERNARD DELPIT   Director, Chief Financial Officer of Safran
     
ANNABEL ANDRE   Director, Vice-president of the Regional Council of Auvergne-Rhone-Alpes, delegate for the economy and companies
     
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

 

 5