Sequans Communications S.A.
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(Name of Issuer)
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Ordinary shares, nominal value €0.02
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(Title of Class of Securities)
|
817323108 (American Depositary Shares, each representing four ordinary shares)
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(CUSIP Number)
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Edward E. Murphy
c/o North Sound Management, Inc.
115 East Putnam Avenue
Greenwich, CT 06830
(203) 340-8306
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
May 8, 2020
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 817323108
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SCHEDULE 13D
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Page 2 of 7
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1
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NAME OF REPORTING PERSON
North Sound Trading, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
2,130,921 ADSs representing 8,523,684 Ordinary Shares
|
8
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SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
2,130,921 ADSs representing 8,523,684 Ordinary Shares
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,130,921 ADSs representing 8,523,684 Ordinary Shares
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 817323108
|
SCHEDULE 13D
|
Page 3 of 7
|
1
|
NAME OF REPORTING PERSON
North Sound Management, Inc.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
2,130,921 ADSs representing 8,523,684 Ordinary Shares
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
2,130,921 ADSs representing 8,523,684 Ordinary Shares
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,130,921 ADSs representing 8,523,684 Ordinary Shares
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
|
14
|
TYPE OF REPORTING PERSON
IA, CO
|
|
CUSIP No. 817323108
|
SCHEDULE 13D
|
Page 4 of 7
|
1
|
NAME OF REPORTING PERSON
Brian Miller
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
2,130,921 ADSs representing 8,523,684 Ordinary Shares
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
2,130,921 ADSs representing 8,523,684 Ordinary Shares
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,130,921 ADSs representing 8,523,684 Ordinary Shares
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
CUSIP No. 817323108
|
SCHEDULE 13D
|
Page 5 of 7
|
CUSIP No. 817323108
|
SCHEDULE 13D
|
Page 6 of 7
|
Date
|
Number of
ADSs Purchased
|
Price per
ADS ($)
|
3/13/2020
|
35,691
|
3.93
|
3/16/2020
|
59,357
|
3.83
|
3/17/2020
|
97,354
|
3.98
|
3/18/2020
|
1,193
|
4.02
|
3/23/2020
|
44,982
|
4.16
|
3/24/2020
|
49,239
|
4.51
|
3/25/2020
|
102,361
|
5.05
|
3/25/2020
|
28,485
|
5.01
|
3/26/2020
|
4,933
|
5.80
|
3/31/2020
|
2,000
|
6.05
|
4/1/2020
|
2,000
|
5.39
|
4/20/2020
|
1,800
|
5.86
|
5/8/2020
|
45,121
|
5.56
|
5/12/2020 |
250,000 |
5.25 |
Exhibit 99.1 |
Joint Filing Agreement, dated as of March 19, 2020, among North Sound Trading LP, North Sound Management, Inc., and Brian Miller (Previously filed).
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CUSIP No. 817323108
|
SCHEDULE 13D
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Page 7 of 7
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NORTH SOUND TRADING, LP
|
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||
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By: North Sound Management, Inc., its
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general partner
|
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||
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By:
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/s/ Brian Miller
|
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Name:
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Brian Miller
|
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Title:
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President
|
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NORTH SOUND MANAGEMENT, INC.
|
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||
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|
|
|
|
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By:
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/s/ Brian Miller
|
|
|
|
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Name:
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Brian Miller
|
|
|
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Title:
|
President
|
|
|
/s/ Brian Miller |
|
|
Brian Miller
|
|