SC 13D/A 1 tm216133d2_sc13da.htm SC 13D/A

 

 

 

  UNITED STATES

  SECURITIES AND EXCHANGE COMMISSION

  Washington, D.C. 20549

     

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

 

Sequans Communications S.A.

(Name of Issuer)

 

Ordinary Shares, nominal value €0.02 per share

(Title of Class of Securities)

 

817323108 (American Depositary Shares, each representing four Ordinary Shares)

(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 12, 2021

(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. 817323108
  1 Name of Reporting Person
Caisse des Dépôts
 
  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
13,515,852 Ordinary Shares
 
9 Sole Dispositive Power
0
 
10 Shared Dispositive Power
13,515,852 Ordinary Shares

 
  11 Aggregate Amount Beneficially Owned by Each Reporting Person
13,515,852 Ordinary Shares
 
  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)
10.1% of the Ordinary Shares
1
 
  14 Type of Reporting Person (See Instructions)
OO

 

 

  1 Percentage of class is calculated based on 133,934,090 Ordinary Shares outstanding as of December 31, 2020, as reported in the Form 6-K filed by Sequans Communications S.A. with the SEC on February 9, 2021.

 

Page 2 of 12 Pages

 

 

CUSIP No. 817323108
  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
13,515,852 Ordinary Shares
 
9 Sole Dispositive Power
0
 
10 Shared Dispositive Power
13,515,852 Ordinary Shares

 
  11 Aggregate Amount Beneficially Owned by Each Reporting Person
13,515,852 Ordinary Shares
 
  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)
10.1% of the Ordinary Shares
2
 
  14 Type of Reporting Person (See Instructions)
OO

 

 

  2

Percentage of class is calculated based on 133,934,090 Ordinary Shares outstanding as of December 31, 2020, as reported in the Form 6-K filed by Sequans Communications S.A. with the SEC on February 9, 2021.

 

Page 3 of 12 Pages

 

 

CUSIP No. 817323108
  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
13,515,852 Ordinary Shares
 
9 Sole Dispositive Power
0
 
10 Shared Dispositive Power
13,515,852 Ordinary Shares

 
  11 Aggregate Amount Beneficially Owned by Each Reporting Person
13,515,852 Ordinary Shares
 
  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)
10.1% of the Ordinary Shares
3
 
  14 Type of Reporting Person (See Instructions)
OO

 

 

  3 Percentage of class is calculated based on 133,934,090 Ordinary Shares outstanding as of December 31, 2020, as reported in the Form 6-K filed by Sequans Communications S.A. with the SEC on February 9, 2021.

 

Page 4 of 12 Pages

 

 

CUSIP No. 817323108
  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
13,515,852 Ordinary Shares
 
9 Sole Dispositive Power
0
 
10 Shared Dispositive Power
13,515,852 Ordinary Shares

 
  11 Aggregate Amount Beneficially Owned by Each Reporting Person
13,515,852 Ordinary Shares
 
  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)
10.1% of the Ordinary Shares
4
 
  14 Type of Reporting Person (See Instructions)
OO

 

 

  4 Percentage of class is calculated based on 133,934,090 Ordinary Shares outstanding as of December 31, 2020, as reported in the Form 6-K filed by Sequans Communications S.A. with the SEC on February 9, 2021.

 

Page 5 of 12 Pages

 

 

Amendment No. 5 to Schedule 13D

 

This Amendment No. 5 (“Amendment No. 5”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by Caisse des Dépôts (“CDC”), Bpifrance Participations S.A. (“Bpifrance Participations”), Bpifrance S.A. (“Bpifrance”), and EPIC Bpifrance (“EPIC” ) (collectively, the “Reporting Persons”) on November 21, 2013, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on December 24, 2015, as further amended by Amendment No. 2 to Schedule 13D filed with the SEC on September 20, 2016, as further amended by Amendment No. 3 to Schedule 13D filed with the SEC on January 18, 2018, and as further amended by Amendment No. 4 to Schedule 13D filed with the SEC on April 3, 2020 (collectively, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D, as amended. Capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D.

 

Item 2. Identity and Background.

 

Item 2 of the Schedule 13D is hereby amended and restated as follows:

 

This Schedule 13D is filed jointly by (i) the Caisse des Dépôts, a French special public entity (établissement spécial) (“CDC”), (ii) Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France (“Bpifrance Participations”), (iii) Bpifrance S.A., a société anonyme incorporated under the laws of the Republic of France and (iv) EPIC Bpifrance, a French public institution of industrial and commercial nature (“EPIC”). CDC, Bpifrance Participations, Bpifrance S.A. and EPIC are referred to herein collectively as the “Reporting Persons.” The principal address for CDC is 56, rue de Lille, 75007 Paris, France. The principal address for Bpifrance Participations, Bpifrance S.A. and EPIC is 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.

 

Bpifrance Participations is a French public investment entity specializing in the business of equity financing via direct investments or fund of funds. Bpifrance Participations is a subsidiary owned at 99.99% by Bpifrance S.A., a French credit institution. CDC and EPIC each hold 49.2% of the share capital of Bpifrance S.A. and jointly control Bpifrance S.A. CDC is principally engaged in the business of long-term investments. EPIC, a French public institution of industrial and commercial nature, is principally engaged in the business of banking finance.

 

Bpifrance S.A. may be deemed to be the beneficial owner of shares held by Bpifrance Participations, indirectly through its 99.99% ownership of Bpifrance Participations. CDC and EPIC may be deemed to be the beneficial owners of shares held by Bpifrance Participations, indirectly through their joint ownership and control of Bpifrance S.A.

 

Attached as Appendices A, B, C and D to Item 2 is information concerning the executive officers and directors of Bpifrance Participations, Bpifrance S.A., CDC and EPIC, 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 and D 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 state securities laws or finding any violation with respect to such laws.

 

Item 5. Interest in Securities of the Issuer.

 

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

 

(c)Bpifrance Participations sold ADSs of Sequans Communications S.A. on the following dates at the daily average prices indicated below:

 

Date   Shares (ADSs)     Per Share (ADSs)
Average Price
    How Effected
August 13, 2020     9,324     $ 6.7756     Open Market
August 14, 2020     7,815     $ 6.7836     Open Market
August 17, 2020     23,773     $ 6.8343     Open Market
August 18, 2020     5,785     $ 6.7599     Open Market
August 19, 2020     15,520     $ 6.7941     Open Market
August 20, 2020     5,339     $ 6.7426     Open Market
August 21, 2020     1,500     $ 6.5587     Open Market
September 2, 2020     740     $ 6.4500     Open Market
September 3, 2020     1,500     $ 6.4500     Open Market
Total:     71,296              

 

Page 6 of 12 Pages

 

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

 

On May 12, 2020, Bpifrance Participations acquired 428,869 American Depositary Shares (“ADSs”), each ADS representing four Ordinary Shares. Pursuant to the terms of the Shareholder Loan Agreement, dated as of April 2, 2020 (the “Shareholder Loan Agreement”), by and between the Issuer and Bpifrance Participations, Bpifrance Participations provided an unsecured loan in the aggregate principal amount of $2.2 million (the “Loan”). The outstanding Loan was converted into ADSs under the terms under the Shareholder Loan Agreement. The Loan and the Shareholder Loan Agreement have been terminated.

 

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.

 

Page 7 of 12 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 12, 2021    
  Caisse des Dépôts
   
  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
     
  Bpifrance Participations S.A.
     
  By: /s/ Sophie Paquin
  Name: Sophie Paquin
  Title: Director of Legal Affairs

 

Page 8 of 12 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 

 

Page 9 of 12 Pages

 

 

APPENDIX B

 

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 Finance for the Caisse des Dépôts Group
     
PIERRE CHEVALIER   Head of Legal and Tax Department
     
NATHALIE TUBIANA   Risk Director of the Caisse des Dépôts Group
     
OLIVIER MAREUSE   Chief Investment officer - Director of Savings Funds at Caisse des Dépôts
     
CATHERINE MAYENOBE   Secretary General of Caisse des Dépôts Group
     
PAUL PENY   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

 

Page 10 of 12 Pages

 

 

APPENDIX C

 

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

 

Page 11 of 12 Pages

 

 

APPENDIX D

 

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

 

Page 12 of 12 Pages