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Ownership Document
|
| Schema Version: X0306 |
| Document Type: 4 |
| Period of Report: 12/2/22 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1576427 |
| Issuer Name: Criteo S.A. |
| Issuer Trading Symbol: CRTO |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1464176 |
| | Owner Name: de Pesquidoux Hubert |
| Reporting Owner Address: |
| | Owner Street 1: C/O CRITEO LEGAL DEPT. |
| | Owner Street 2: 387 PARK AVENUE SOUTH, 12TH FLOOR |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10016 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Ordinary Shares |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 12/2/22 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | | Footnote ID: F2 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 7,632 |
| | | Transaction Price Per Share: |
| Value: 26.90 |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 29,681 |
| Footnote ID: F4 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Table: |
| Footnotes: |
| Footnote - F1: The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share. |
| Footnote - F2: The reporting person purchased these securities in accordance with a compensation plan between the Issuer and members of its Board of Directors. As part of its independent director compensation program, the Issuer annually pays additional remuneration to its non-employee directors to facilitate their investment in Company securities. This additional remuneration must be used by the recipient, within a certain period of time, to purchase Issuer securities on the open market. These securities are subject to a time-based shareholding commitment agreed to by the reporting person. |
| Footnote - F3: The reported price in Column 4 is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $26.86 to $26.90 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| Footnote - F4: 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 ("SEC"). |
| Remarks: |
| Owner Signature: |
| Signature Name: /s/Ryan Damon, as attorney in fact for Hubert de Pesquidoux |
| Signature Date: 12/2/22 |
