Bpifrance Files Cellectis S.A. 13D/A Amendment

TL;DR

Bpifrance updated its Cellectis stake filing. Watch for details.

AI Summary

Bpifrance Participations S.A. filed an amendment (No. 4) to its Schedule 13D on May 21, 2024, regarding its holdings in Cellectis S.A. The filing indicates a change in the reporting person's beneficial ownership of Cellectis S.A. ordinary shares. Specific details on the exact percentage change or new ownership stake are not immediately clear from this header information.

Why It Matters

This filing signals a potential shift in the ownership structure or strategy of Cellectis S.A., which could impact its stock price and future operations.

Risk Assessment

Risk Level: medium — Changes in major shareholder filings can indicate strategic shifts or potential future actions that may affect the company's stock.

Key Numbers

• 005-89356 — SEC File Number (Identifies the specific SEC filing for Cellectis S.A.)
• 24969612 — Film Number (Internal SEC processing number for the filing.)

Key Players & Entities

• Bpifrance Participations S.A. (company) — Reporting Person
• Cellectis S.A. (company) — Subject Company
• Sophie Paquin (person) — Contact Person for Bpifrance
• John C. Partigan (person) — Legal Counsel
• Lloyd H. Spencer (person) — Legal Counsel
• Nixon (company) — Law Firm

FAQ

Filing Documents

• tm2415097d1_sc13da.htm (SC 13D/A) — 120KB
• 0001104659-24-063855.txt ( ) — 122KB

Security

Item 1. Security and Issuer .

is hereby amended and restated as follows

Item 1 is hereby amended and restated as follows: This Amendment relates to the ordinary shares, nominal value €0.05 per share (the “Ordinary Shares”), of Cellectis S.A. (the “Issuer”). The principal executive offices of the Issuer are located at 8, rue de la Croix Jarry, 75013 Paris, France.

Identity and Background

Item 2. Identity and Background.

is hereby amended and supplemented as

Item 2 is hereby amended and supplemented as follows: This Statement is being filed by the following beneficial owners of Ordinary Shares: 1. Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France 2. EPIC Bpifrance, a French public institution of industrial and commercial nature 3. Bpifrance S.A., a société anonyme incorporated under the laws of the Republic of France 4. Caisse des dépôts et consignations, a French special public entity (établissement spécial) 5. CDC Croissance S.A., a société anonyme incorporated under the laws of the Republic of France The principal address for CDC Croissance is 209, rue de l’Université 75007 Paris. CDC Croissance, a 100% subsidiary of CDC, is a management company which manages a range of equity funds for the CDC Group clients. Specializing in small and mid-cap listed companies, the management company is accredited by the French Autorité des marchés financiers. CDC Croissance is the management company of the equity funds CDC TECH CROISSANCE. Attached as Appendices A, B, C, D and E to Item 2 is information concerning the executive officers and directors of Bpifrance Participations, CDC Croissance S.A., CDC, EPIC and Bpifrance, respectively, required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Appendices A, B, C, D and E to Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or sta

Purpose of Transaction

Item 4. Purpose of Transaction.

of the Schedule 13D is hereby amended

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

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

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

Item 5 of the Schedule 13D is hereby amended and supplemented as follows: As of the date hereof, (i) Bpifrance Participations holds directly 5,873,247 Ordinary Shares, which represents approximately 5.9% of the Issuer’s outstanding Ordinary Shares, and 8,752,747 voting rights, which represents approximately 10.0% of outstanding voting rights, and (ii) CDC Croissance S.A., a wholly-owned subsidiary of CDC, holds, through CDC TECH CROISSANCE, 1,039,906 Ordinary Shares, which represents approximately 1.0% of the Issuer’s Ordinary Shares, and 1,039,906 voting rights, which represents approximately 1.2% of voting rights. As of the date hereof, none of Bpifrance, EPIC or CDC holds any Ordinary Shares directly. Bpifrance may be deemed to be the beneficial owner of 5,873,247 Ordinary Shares and 8,752,747 voting rights, indirectly through its 99.99% ownership of Bpifrance Participations. EPIC may be deemed to be the beneficial owners of 5,873,247 Ordinary Shares and 8,752,747 voting rights, indirectly through its joint rights, indirectly through its joint ownership and control of Bpifrance and (y) 1,039,906 Ordinary Shares and 1,039,906 voting rights, indirectly through its ownership of CDC Croissance. This Amendment is being filed to reflect a decrease in the Reporting Persons’ percentage ownership of the Issuer’s Ordinary Shares and voting rights, which resulted solely from an increase in the number of Ordinary Shares and voting rights outstanding since the filing of Amendment No. 3 to Schedule 13D and is not due to any transactions in the Ordinary Shares by the Reporting Persons. (a) See also the information contained on the cover pages of this Amendment, which is incorporated herein by reference. The percentage of Ordinary Shares and voting rights beneficially owned by each Reporting Person is based on 99,955,5

Material to Be Filed as Exhibits

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 9 of 15 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: May 21, 2024 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 CDC Croissance S.A. By: /s/ Aude de Lardemelle Name: Aude de Lardemelle Title: Executive Director Page 10 of 15 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 MARION CABROL Dir

View Full Filing

View this SC 13D/A filing on SEC EDGAR