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Ownership Document
|
| Schema Version: X0306 |
| Document Type: 4 |
| Period of Report: 5/13/21 |
| 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: 1795120 |
| | Owner Name: Clarken Megan |
| Reporting Owner Address: |
| | Owner Street 1: C/O CRITEO LEGAL DEPARTMENT |
| | 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? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: Chief Executive Officer |
| | Other Text: |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Ordinary Shares |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 5/13/21 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 44,988 |
| | | Transaction Price Per Share: |
| Value: 18.90 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 298,496 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Ordinary Shares |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 5/13/21 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 44,988 |
| | | Transaction Price Per Share: |
| Value: 36.1315 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 253,508 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option (right to buy) |
| | Conversion or Exercise Price: |
| | | Value: 18.9 |
| | Transaction Date: |
| | | Value: 5/13/21 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 44,988 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Value: 12/11/29 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Ordinary Shares |
| Footnote ID: F1 |
| | | Underlying Security Shares: |
| Value: 44,988.0 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 330,479 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: The Ordinary Shares may be represented by American Depository Shares, each of which represents One Ordinary Share. |
| Footnote - F2: 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. |
| Footnote - F3: 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. |
| Remarks: |
| Owner Signature: |
| Signature Name: /s/ Ryan Damon, as attorney-in-fact for Megan Clarken |
| Signature Date: 5/14/21 |
