UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
Constellium
SE
(Name of Issuer)
Ordinary Shares,
nominal value €0.02 per share
(Title of Class of Securities)
F21107101
(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
Lloyd H. Spencer
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)
July 27,
2023
(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 Rule 13d-1(e), Rule 13d-1(f) or 13d-1(g), check the following box ¨.
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 (however, see
the Notes).
CUSIP No. F21107101 |
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1 |
Name of Reporting Person
Caisse des Dépôts (f/k/a Caisse des Dépôts et Consignations (CDC)) |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
¨ |
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(b) |
¨ |
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3 |
SEC Use Only |
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4 |
Source of Funds
WC |
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5 |
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
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6 |
Citizenship or Place of Organization
France |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
0 |
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8 |
Shared Voting Power
16,393,903 |
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9 |
Sole Dispositive Power
0 |
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10 |
Shared Dispositive Power
16,393,903 |
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
16,393,903 |
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12 |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
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13 |
Percent of Class Represented by Amount in Row (11)
11.17% |
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14 |
Type of Reporting Person
OO |
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CUSIP No. F21107101 |
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1 |
Name of Reporting Person
Bpifrance Participations S.A. |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
o |
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3 |
SEC Use Only |
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4 |
Source of Funds
WC |
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5 |
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6 |
Citizenship or Place of Organization
France |
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
0 |
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8 |
Shared Voting Power
16,393,903 |
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9 |
Sole Dispositive Power
0 |
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10 |
Shared Dispositive Power
16,393,903 |
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
16,393,903 |
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12 |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
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13 |
Percent of Class Represented by Amount in Row (11)
11.17% |
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14 |
Type of Reporting Person
OO |
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CUSIP No. F21107101 |
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1 |
Name of Reporting Person
Bpifrance S.A. (f/k/a BPI-Groupe (Bpifrance)) |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
o |
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3 |
SEC Use Only |
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4 |
Source of Funds
WC |
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5 |
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6 |
Citizenship or Place of Organization
France |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
0 |
|
8 |
Shared Voting Power
16,393,903 |
|
9 |
Sole Dispositive Power
0 |
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10 |
Shared Dispositive Power
16,393,903 |
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|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
16,393,903 |
|
|
12 |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
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13 |
Percent of Class Represented by Amount in Row (11)
11.17% |
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14 |
Type of Reporting Person
OO |
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CUSIP No. F21107101 |
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1 |
Name of Reporting Person
EPIC Bpifrance (f/k/a EPIC BPI-Groupe) |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
o |
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3 |
SEC Use Only |
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4 |
Source of Funds
WC |
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5 |
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6 |
Citizenship or Place of Organization
France |
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|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
0 |
|
8 |
Shared Voting Power
16,393,903 |
|
9 |
Sole Dispositive Power
0 |
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10 |
Shared Dispositive Power
16,393,903 |
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|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
16,393,903 |
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|
12 |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
|
13 |
Percent of Class Represented by Amount in Row (11)
11.17% |
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14 |
Type of Reporting Person (See Instructions)
OO |
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This Amendment No. 4 (this “Amendment”)
is being filed by Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France
(“Bpifrance Participations”), EPIC Bpifrance, a French public institution of industrial and commercial nature (“EPIC”),
Bpifrance S.A., a société anonyme incorporated under the laws of the Republic of France (“Bpifrance”), and Caisse
des dépôts, a French special public entity (établissement spécial) (“CDC”) (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 the Statement on Schedule
13D relating to Ordinary Shares of the Issuer filed with the Securities and Exchange Commission (the “SEC”) on June 10,
2013, as amended by Amendment No. 1 filed with the SEC on July 25, 2013, Amendment No. 2 filed with the SEC on September 7,
2017, and Amendment No. 3 filed with the SEC on November 8, 2017 (as amended, the “Schedule 13D”). Capitalized terms
used in this Amendment but not otherwise defined herein have the meanings given to them in the Schedule 13D.
Item 1. Security
and Issuer.
Item 1 is hereby amended and restated as follows:
This Amendment relates to the ordinary shares,
nominal value €0.02 per share (the “Ordinary Shares”), of Constellium SE (the “Issuer”). The principal executive
offices of the Issuer are located at Washington Plaza, 40-44 rue Washington, 75008 Paris, France.
Item 2. Identity
and Background.
Item 2 is hereby amended and supplemented as follows:
As of the date hereof, Bpifrance Participations
directly holds 16,393,903 Ordinary Shares. As of the date hereof, neither Bpifrance S.A., CDC nor EPIC holds any Ordinary Shares directly.
Bpifrance S.A. may be deemed to be the beneficial owner of 16,393,903 Ordinary Shares, indirectly through its sole ownership of Bpifrance
Participations. CDC and EPIC may be deemed to be the beneficial owners of 16,393,903 Ordinary Shares, 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 4. Purpose of Transaction.
Item 4 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. In addition, the Reporting Persons may continue to acquire additional Ordinary Shares of the Issuer
on the open market, if conditions are favorable, but are under no obligation to do so. 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 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.
Item 5 is hereby amended and supplemented as follows:
As of the date hereof, Bpifrance Participations
holds directly 16,393,903 Ordinary Shares, which represents approximately 11.17% of the Issuer’s Ordinary Shares. As of the date
hereof, none of Bpifrance S.A., CDC or EPIC holds any Ordinary Shares directly. Bpifrance S.A. may be deemed to be the beneficial owner
of 16,393,903 Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations. CDC and EPIC may be deemed to be the
beneficial owners of 16,393,903 Ordinary Shares, indirectly through their joint ownership and control of Bpifrance S.A.
In addition, as of the date hereof, Rio Tinto beneficially
owns 10 Ordinary Shares. Rio Tinto does not have the right to designate a member of the Issuer’s board of directors, but remains
bound by the terms of the Shareholders Agreement that require the Sponsoring Shareholders to vote in favor of each other’s board
of directors nominees. Accordingly, Bpifrance Participations may continue to be deemed to comprise a group with Rio Tinto within the meaning
of the Exchange Act that may be deemed to share voting power with respect to the aggregate 16,393,913
Ordinary Shares held by Bpifrance Participations and Rio Tinto, which represents approximately 11.17% of the Issuer’s outstanding
Ordinary Shares. Each of the Reporting Persons disclaims beneficial ownership of all of the Ordinary Shares held by Rio Tinto, and the
filing of this Amendment shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities
for purposes of Section 13(d) or 13(g) of the Exchange Act or for any other purpose.
This Amendment is being filed to reflect a decrease
in the Reporting Persons’ percentage ownership of the Issuer’s Ordinary Shares, which resulted solely from an increase in
the number of Ordinary Shares 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 beneficially owned
by each Reporting Person is based on 146,819,884 outstanding Ordinary Shares of the Issuer, as reported in the Issuer’s Form 6-K
filed with the SEC on July 27, 2023.
(b) See the information contained on the cover
pages of this Amendment, which is incorporated herein by reference.
(c) 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 Appendices A, B, C and D to Item 2.
(d) Not applicable.
(e) Not applicable.
| Item 7. | Material to Be Filed as Exhibits. |
Exhibit 1: Power of Attorney — CDC (incorporated by reference to Exhibit 1 to Amendment No. 2 to the Schedule 13D filed by Bpifrance Participations on September 7, 2017).
Exhibit 2: Power of Attorney — Bpifrance S.A (incorporated by reference to Exhibit 2 to Amendment No. 2 to the Schedule 13D filed by Bpifrance Participations on September 7, 2017).
Exhibit 3: Power of Attorney — EPIC and Bpifrance Participations (incorporated by reference to Exhibit 3 to Amendment No. 1 to the Schedule 13G filed by Bpifrance Participations on February 14, 2017).
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: August 10, 2023 |
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CAISSE DES DÉPÔTS |
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By: |
/s/ Manuela Laudic |
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Name: |
Manuela Laudic |
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Title: |
Head of the Dealing Desk & Shareholding Disclosure |
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Bpifrance Participations S.A. |
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By: |
/s/ Sophie Paquin |
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Name: |
Sophie Paquin |
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Title: |
Director of Legal Affairs |
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Bpifrance S.A. |
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By: |
/s/ Boubakar Dione |
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Name: |
Boubakar Dione |
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Title: |
Group Director of Legal Affairs |
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EPIC Bpifrance |
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By: |
/s/ Sophie Paquin |
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Name: |
Sophie Paquin |
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Title: |
Director of Legal Affairs |
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 of strategic holdings at Caisse des Dépôts |
REMI FOURNIAL | |
Director, Head
of M&A at Group 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, Chief
Growth Officer and General Representative at Solarisbank |
VICTOIRE AUBRY | |
Director, Chief
Financial Officer of Icade |
CAROLINE PAROT | |
Director, CEO
of Europcar Mobility Group |
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
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. (f/k/a BPI-Groupe (bpifrance)) 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, Chairman and Chief Executive Officer of Bpifrance Participations, and Director, Chief Executive Officer of Bpifrance |
ALEXIS ZAJDENWEBER | |
Director, Chairman
of the Agence des Participations de l'Etat (French State Shareholding Agency) |
SEBASTIEN RASPILLER | |
Director, Chief
of the service relating to the financing of the economy at the Direction Générale du Trésor (French Treasury) |
MARIE DELEAGE | |
Director representing the employees |
PHILIPPE BAYEUX | |
Director representing the employees |
PIERRE DE CHALENDAR | |
Director, Chairman
of Saint-Gobain |
CLAIRE DUMAS | |
Director, Finance
Director at Société Générale |
SOPHIE STABILE | |
Director, CFO
at Groupe Lagardère |
CATHERINE LAGNEAU | |
Director, Deputy
Director of the General council of economy |
ANTOINE SAINTOYANT | |
Director, Director
of strategic holdings at Caisse des Dépôts |
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 of strategic holdings at Caisse des Dépôts |
DIANE SIMIU | |
Director, deputy
of the general commissioner for sustainable development at the Ministry for economic and solidarity transition |
STEPHANIE PERNOD | |
Director, Vice-president
of the Regional Council of Auvergne-Rhône-Alpes, in charge of the economy, relocation, regional and digital preference |
NATHALIE TUBIANA | |
Director, Head
of finance and sustainable policy of Caisse des Dépôts Group |
APPENDIX C
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 | |
Risk Director of Caisse des Dépôts Group |
PIERRE CHEVALIER | |
Head of Legal, Tax and Compliance Department |
NATHALIE TUBIANA | |
Risk Director of Caisse des Dépôts Group |
OLIVIER MAREUSE | |
Chief Investment officer - Director of Savings Funds at Caisse des Dépôts |
CATHERINE MAYENOBE | |
Deputy Chief Executive, Operations and Business Transformation Director of Caisse des Dépôts Group |
SOPHIE QUATREHOMME | |
Group Corporate Communications Director |
MICHEL YAHIEL | |
Pensions and Solidarity Director |
ANTOINE SAINTOYANT | |
Director of strategic holdings at Caisse des Dépôts |
MARIE-LAURE GADRAT | |
Secretary General |
AURÉLIE ROBINEAU-ISRAĒL | |
Head of Human Resources |
APPENDIX D
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 (f/k/a EPIC BPI-Groupe) 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 |
PIERRE CHABROL |
|
Director, Deputy Director at the Directorate of Financing, Industry and Market of the Ministry of Economy and Finance |
LOUIS PASQUIER DE FRANCLIEU |
|
Director, Deputy Director at the 3rd General Directorate for Budget of the Ministry of Economy and Finance |
EMMANUELLE BENHAMOU |
|
Director, Deputy at the audit and accounting department of the Agence des Participations de l'Etat (French State Shareholding Agency) |
GERALDINE LEVEAU |
|
Director, Deputy General Secretary for Public Investment |
MARION-ANNE MACE |
|
Director, Deputy Director for companies’ development, General Directorate for Companies of the Ministry of Economy and Finance |
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