Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
|
Sequans Communications (Name of Issuer) |
Ordinary Shares, nominal value EUR0.01 per share (Title of Class of Securities) |
817323207 (CUSIP Number) |
Sophie Paquin 6-8, boulevard Haussmann, Paris, I0, 75009 33 6 37 85 94 06 John Partigan Lloyd Spencer Nixon Peabody LLP, 799 9 Street NW Ste 500 Washington, DC, 20001 202-585-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/15/2025 (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.
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 (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 817323207 |
| 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 (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,461,930.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10 and 11: Represented by 1,146,193 American Depository Shares ("ADS"). Each ADS represents 10 Ordinary Shares. Note in relation to Item 13: Percentage of class is calculated based on 253,875,282 Ordinary Shares (the equivalent of 25,387,528 ADSs) outstanding, as of April 18, 2025, as reported by the Issuer in its Form 20-F filed with the Securities and Exchange Commission on April 30, 2025.
SCHEDULE 13D
|
| CUSIP No. | 817323207 |
| 1 |
Name of reporting person
Caisse des depots et consignations | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,461,930.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10 and 11: Represented by 1,146,193 ADSs. Each ADS represents 10 Ordinary Shares. Note in relation to Item 13: Percentage of class is calculated based on 253,875,282 Ordinary Shares (the equivalent of 25,387,528 ADSs) outstanding, as of April 18, 2025, as reported by the Issuer in its Form 20-F filed with the Securities and Exchange Commission on April 30, 2025.
SCHEDULE 13D
|
| CUSIP No. | 817323207 |
| 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 (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,461,930.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10 and 11: Represented by 1,146,193 ADSs. Each ADS represents 10 Ordinary Shares. Note in relation to Item 13: Percentage of class is calculated based on 253,875,282 Ordinary Shares (the equivalent of 25,387,528 ADSs) outstanding, as of April 18, 2025, as reported by the Issuer in its Form 20-F filed with the Securities and Exchange Commission on April 30, 2025.
SCHEDULE 13D
|
| CUSIP No. | 817323207 |
| 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 (See Instructions)
OO | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,461,930.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10 and 11: Represented by 1,146,193 ADSs. Each ADS represents 10 Ordinary Shares. Note in relation to Item 13: Percentage of class is calculated based on 253,875,282 Ordinary Shares (the equivalent of 25,387,528 ADSs) outstanding, as of April 18, 2025, as reported by the Issuer in its Form 20-F filed with the Securities and Exchange Commission on April 30, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, nominal value EUR0.01 per share | |
| (b) | Name of Issuer:
Sequans Communications | |
| (c) | Address of Issuer's Principal Executive Offices:
15-55 boulevard Charles de Gaulle, Colombes,
FRANCE
, 92700. | |
Item 1 Comment:
Introductory Statement: This Amendment No. 9 (this "Amendment") is being filed by Bpifrance Participations S.A., a societe anonyme incorporated under the laws of the Republic of France ("Bpifrance Participations"), Caisse des Depots, a French special public entity (etablissement special) ("CDC"), Bpifrance S.A., a societe anonyme incorporated under the laws of the Republic of France ("Bpifrance"), and EPIC Bpifrance, a French public institution of industrial and commercial nature ("EPIC" ) (collectively, the "Reporting Persons") pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This Amendment amends and supplements the Schedule 13D relating to Ordinary Shares of the Issuer filed with the Securities and Exchange Commission (the "SEC") on December 2, 2013, as amended by: (i) Amendment No. 1 to Schedule 13D filed with the SEC on December 24, 2015; (ii) Amendment No. 2 to Schedule 13D filed with the SEC on September 20, 2016; (iii) Amendment No. 3 to Schedule 13D filed with the SEC on January 18, 2018; (iv) Amendment No. 4 to Schedule 13D filed with the SEC on April 3, 2020; (v) Amendment No. 5 to Schedule 13D filed with the SEC on February 12, 2021; (vi) Amendment No. 6 to Schedule 13D filed with the SEC on August 9, 2021; (vii) Amendment No. 7 to Schedule 13D filed with the SEC on March 17, 2022 and (viii) Amendment No. 8 to Schedule 13D filed with the SEC on August 29, 2023 (collectively, as amended, the "Schedule 13D"). Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (c) | Information concerning the executive officers and directors of Bpifrance Participations, CDC, EPIC and Bpifrance required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D is provided in Exhibit 99.2 to this Amendment and incorporated herein by reference. | |
| (d) | None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Exhibit 99.2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). | |
| (e) | None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Exhibit 99.2 has, during the last five years, 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 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: This Amendment is being filed by the Reporting Persons to report changes to the beneficial ownership as a result of (i) certain open market sales of the Issuer's ADSs and (ii) a change in the aggregate number of Ordinary Shares of the Issuer outstanding as reported by the Issuer. 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. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows: As of the date hereof, Bpifrance Participations holds directly 11,461,930 Ordinary Shares (represented by 1,146,193 ADSs), which represents approximately 4.5% of the Issuer's outstanding Ordinary Shares. 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 11,461,930 Ordinary Shares (represented by 1,146,193 ADSs), indirectly through its 99.99% ownership of Bpifrance Participations. EPIC and CDC may be deemed to be the beneficial owners of 11,461,930 Ordinary Shares (represented by 1,146,193 ADSs), indirectly through their joint ownership and control of Bpifrance. The percentage of Ordinary Shares beneficially owned by each Reporting Person is based on 253,875,282 Ordinary Shares (the equivalent of 25,387,528 ADSs) outstanding of the Issuer, as of April 18, 2025, as reported by the Issuer in its Form 20-F filed with the Securities and Exchange Commission on April 30, 2025. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows: See the information contained on the cover pages of this Amendment, which is incorporated herein by reference. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: Except as disclosed in this Amendment, there have been no reportable transactions with respect to the Ordinary Shares of the Issuer within the last 60 days by the Reporting Persons, or, to the best of their knowledge, any of the persons referred to in Exhibit 99.2. Between March 20, 2025 and May 16, 2025, Bpifrance Participations sold an aggregate of 86,490 ADSs of Sequans Communications S.A. in open market transactions. Details by date, listing the number of ADSs sold, the average price per share and price range are provided in Exhibit 99.3, which is incorporated by reference into this Item 5(c). | |
| (e) | May 15, 2025 | |
| Item 7. | Material to be Filed as Exhibits. | |
EX 99.1 - Joint Filing Agreement, dated as of February 12, 2021, by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Reporting Person's Schedule 13D/A filed on February 12, 2021) EX 99.2 - Information with respect to the Directors and Executive Officers of the Reporting Persons EX 99.3 - Open Market Transactions Table | ||
| 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.
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