SC 13D/A 1 tm216133d3_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. 1)*

Cellectis S.A.

(Name of Issuer)

Ordinary Shares, nominal value €0.05 per share

(Title of Class of Securities)

15117K103 (American Depositary Shares, each representing one Ordinary Share)

(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. 15117K103 (American Depositary Shares, each representing one Ordinary Share)
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 3,686,287 Ordinary Shares; 6,565,787 voting rights
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 3,686,287 Ordinary Shares; 6,565,787 voting rights

11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,686,287 Ordinary Shares; 6,565,787 voting rights
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) 8.6% of the Ordinary Shares; 13.4% of the voting rights¹
14	Type of Reporting Person (See Instructions) OO

Percentage of class is calculated based on 42,780,186 Ordinary Shares outstanding as of December 31, 2020, as published by Cellectis S.A. with the AMF (Autorité des Marchés Financiers) on December 31, 2020.

Page 2 of 8 Pages

CUSIP No. 15117K103 (American Depositary Shares, each representing one Ordinary Share)
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 3,961,387 Ordinary Shares; 6,840,887 voting rights
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 3,961,387 Ordinary Shares; 6,840,887 voting rights

11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,961,387 Ordinary Shares; 6,840,887 voting rights
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) 9.2% of the Ordinary Shares; 14% of the voting rights²
14	Type of Reporting Person (See Instructions) OO

Page 3 of 8 Pages

CUSIP No. 15117K103 (American Depositary Shares, each representing one Ordinary Share)
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 3,686,287 Ordinary Shares; 6,565,787 voting rights
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 3,686,287 Ordinary Shares; 6,565,787 voting rights

11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,686,287 Ordinary Shares; 6,565,787 voting rights
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) 8.6% of the Ordinary Shares; 13.4% of the voting rights³
14	Type of Reporting Person (See Instructions) OO

Page 4 of 8 Pages

CUSIP No. 15117K103 (American Depositary Shares, each representing one Ordinary Share)
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 3,686,287 Ordinary Shares; 6,565,787 voting rights
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 3,686,287 Ordinary Shares; 6,565,787 voting rights

11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,686,287 Ordinary Shares; 6,565,787 voting rights
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) 8.6% of the Ordinary Shares; 13.4% of the voting rights⁴
14	Type of Reporting Person (See Instructions) OO

⁴

Page 5 of 8 Pages

Amendment No. 1 to Schedule 13D

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 4, 2020 (the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 1 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) Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France (“Bpifrance Participations”), (ii) the Caisse des Dépôts, a French special public entity (établissement spécial) (“CDC”), (iii) EPIC Bpifrance, a French public institution of industrial and commercial nature (“EPIC”) and (iv) Bpifrance S.A., a société anonyme incorporated under the laws of the Republic of France. Bpifrance Participations, CDC, EPIC and Bpifrance S.A. 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, CDC, EPIC and Bpifrance S.A., 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.

Page 6 of 8 Pages

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 purchased Ordinary Shares of Cellectis S.A. on the following dates at the daily average prices indicated below:

Date	Shares		Per Share Average Price		How Effected
September 8, 2020		22,527	$	13.83		Open Market
September 9, 2020		4,665	$	13.77		Open Market
September 9, 2020		22,758 (ADS)	$	16.16		Open Market
September 10, 2020		2,271	$	14.12		Open Market
September 11, 2020		4,588	$	14.55		Open Market
September 14, 2020		2,407	$	14.71		Open Market
September 24, 2020		2,632	$	14.99		Open Market
September 25, 2020		2,780	$	14.86		Open Market
Total:		64,268

CDC Croissance S.A., a wholly-owned subsidiary of CDC, purchased Ordinary Shares of Cellectis S.A. on the following date at the daily average price indicated below. As a result of this transaction, CDC Croissance S.A. holds 275,100 shares of Cellectis S.A. CDC may be deemed to be the beneficial owner of the shares held directly by Croissance S.A., indirectly through its ownership of CDC Croissance S.A.

Date

Shares

Per Share
Average Price

How Effected

July 31, 2020

500

13,56

Open Market

Total:

500

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 8 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
	Bpifrance Participations S.A.

	By:	/s/ Sophie Paquin
	Name:	Sophie Paquin
	Title:	Director of Legal Affairs

	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

Page 8 of 8 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

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

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

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

SEC Form SC 13D/A filed