Cellectis S.A.
11.10%
10,599,440
1627281
15117K103
Dec 2, 2025
Dec 12, 2025, 04:05 PM
Reporting Persons (5)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Caisse des Depots | Other | 11.10% | 10,599,440 | 0 | 10,599,440 |
| Bpifrance Participations S.A. | Other | 10.00% | 9,559,534 | 0 | 9,559,534 |
| EPIC Bpifrance | Other | 10.00% | 9,559,534 | 0 | 9,559,534 |
| Bpifrance S.A. | Other | 10.00% | 9,559,534 | 0 | 9,559,534 |
| CDC Croissance S.A. | Other | 1.10% | 1,039,906 | 0 | 1,039,906 |
Disclosure Items (5)
Ordinary Shares, nominal value EUR0.05 per share
Cellectis S.A.
8, rue de la Croix Jarry, Paris, I0, 75013
Information concerning the executive officers and directors of Bpifrance Participations, CDC Croissance S.A., 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.
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 5(a) of the Schedule 13D is hereby amended and supplemented as follows: As of the date hereof, (i) Bpifrance Participations holds directly 5,873,247 Ordinary Shares, which represents approximately 8.1% of the Issuer's outstanding Ordinary Shares, and 9,559,534 voting rights related to such Ordinary Shares, which represents approximately 10.0% of outstanding voting rights, and (ii) CDC Croissance S.A., a wholly-owned subsidiary of CDC, holds, through CDC TECH CROISSANCE, 1,039,906 Ordinary Shares, which represents approximately 1.4% of the Issuer's outstanding Ordinary Shares, and 1,039,906 voting rights related to such Ordinary Shares, which represents approximately 1.1% of outstanding voting rights. 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 5,873,247 Ordinary Shares and 9,559,534 voting rights, indirectly through its 99.99% ownership of Bpifrance Participations. EPIC may be deemed to be the beneficial owners of 5,873,247 Ordinary Shares and 9,559,534 voting rights, indirectly through its joint ownership and control of Bpifrance. CDC may be deemed to be the beneficial owner of (x) 5,873,247 Ordinary Shares and 9,559,534 voting rights, indirectly through its joint ownership and control of Bpifrance and (y) 1,039,906 Ordinary Shares and 1,039,906 voting rights, indirectly through its ownership of CDC Croissance. The percentage of Ordinary Shares and voting rights beneficially owned by each Reporting Person is based on 72,325,454 outstanding Ordinary Shares and 95,406,812 outstanding voting rights of the Issuer, as of November 30, 2025, as published by the Issuer on December 3, 2025. The amount of outstanding Ordinary Shares and voting rights disclosed in the prior sentence is calculated under U.S. law, which requires treasury shares to be excluded from the calculation of outstanding shares. Under French law, treasury shares are required to be included in the calculation of outstanding shares. Using the French law requirements, the Issuer has 100,325,454 outstanding Ordinary Shares and 105,406,812 outstanding voting rights, as of November 30, 2025, as published by the Issuer on December 3, 2025, and (i) Bpifrance Participations' Ordinary Share holdings represent approximately 5.9% of the Issuer's outstanding Ordinary Shares, and its voting rights represent approximately 9.1% of outstanding voting rights, and (ii) CDC Croissance's Ordinary Share holdings represent approximately 1.0% of the Issuer's outstanding Ordinary Shares, and its voting rights represent approximately 1.0% of outstanding voting rights.
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.
Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: 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.
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 Amendment No. 1 to Schedule 13D filed on February 12, 2021) EX 99.2 - Information with respect to the Directors and Executive Officers of the Reporting Persons