UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

 

TechnipFMC plc

(Name of Issuer)

 

Ordinary Shares, $1.00 par value per share

(Title of Class of Securities)

 

G87110105

(CUSIP Number)

 

Sophie Paquin

Bpifrance Participations S.A.

27-31, avenue du Général Leclerc

94710 Maisons-Alfort Cedex

France

+33 1 53 89 87 89

 

 

With copies to:

 

Pierre-Yves Chabert

Cleary Gottlieb Steen & Hamilton LLP

12, rue de Tilsitt

75008 Paris, France

Telephone: +33 1 40 74 68 00

Facsimile: +33 1 40 74 68 88

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 16, 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. ☐

 

 

 

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).

 

 

 

 1 
 

 

CUSIP No. G87110105

   

 

1.  

Names of Reporting Persons.

 

Bpifrance Participations S.A.

2.  

Check the Appropriate Box if a Member of a Group

(a)  ☐  (b)  ☐ 

 

3.  

SEC Use Only

 

4.  

Source of Funds

 

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:

 

  7.

Sole Voting Power

 

0

  8.

Shared Voting Power

 

20,656,724

  9.

Sole Dispositive Power

 

0

  10.

Shared Dispositive Power

 

20,656,724

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

20,656,724

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13.  

Percent of Class Represented by Amount in Row (11)

 

4.6%1

14.  

Type of Reporting Person

 

OO

 

____________________

1 Based on 450,700,480 Ordinary Shares, $1.00 par value per share (the “Ordinary Shares”) of TechnipFMC plc (the “Issuer”) outstanding as of October 26, 2021, as reported in the quarterly report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on October 27, 2021 (the “Form 10-Q”).

 

 2 
 

 

 CUSIP No. G87110105

 

1.  

Names of Reporting Persons.

 

Caisse des Dépôts et Consignations

2.  

Check the Appropriate Box if a Member of a Group

(a)  ☐  (b)  ☐

 

3.  

SEC Use Only

 

4.  

Source of Funds

 

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:

 

  7.

Sole Voting Power

 

1,144,237

  8.

Shared Voting Power

 

21,800,961

  9.

Sole Dispositive Power

 

1,144,237

  10.

Shared Dispositive Power

 

21,800,961

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

22,119,572

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13.  

Percent of Class Represented by Amount in Row (11)

 

4.9%2

14.  

Type of Reporting Person

 

OO

 

____________________

2 Based on 450,700,480 Ordinary Shares outstanding as of October 26, 2021, as reported in the Form 10-Q.

 

 3 
 

 

CUSIP No. G87110105

 

1.  

Names of Reporting Persons.

 

EPIC Bpifrance

2.  

Check the Appropriate Box if a Member of a Group

(a)  ☐  (b)  ☐

 

3.  

SEC Use Only

 

4.  

Source of Funds

 

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:

 

  7.

Sole Voting Power

 

0

  8.

Shared Voting Power

 

20,656,724

  9.

Sole Dispositive Power

 

0

  10.

Shared Dispositive Power

 

20,656,724

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

20,656,724

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13.  

Percent of Class Represented by Amount in Row (11)

 

4.6%3

14.  

Type of Reporting Person

 

OO

 

____________________

3 Based on 450,700,480 Ordinary Shares outstanding as of October 26, 2021, as reported in the Form 10-Q.

 

 4 
 

 

CUSIP No. G87110105

 

1.  

Names of Reporting Persons.

 

Bpifrance S.A.

2.  

Check the Appropriate Box if a Member of a Group

(a)  ☐  (b)  ☐

 

3.  

SEC Use Only

 

4.  

Source of Funds

 

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:

 

  7.

Sole Voting Power

 

0

  8.

Shared Voting Power

 

20,656,724

  9.

Sole Dispositive Power

 

0

  10.

Shared Dispositive Power

 

20,656,724

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

20,656,724

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13.  

Percent of Class Represented by Amount in Row (11)

 

4.6%4

14.  

Type of Reporting Person

 

OO

 

____________________

4 Based on 450,700,480 Ordinary Shares outstanding as of October 26, 2021, as reported in the Form 10-Q.

 

 

 5 
 

 

Explanatory Note

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the Schedule 13D previously filed by the Reporting Persons (as defined below) with the Securities and Exchange Commission on May 30, 2017, as amended and supplemented by Amendment No. 1 filed on February 19, 2021, as amended and supplemented by Amendment No. 2 filed on April 1, 2021 (the “Original Schedule 13D” and, as amended and supplemented by Amendment No. 1, Amendment No. 2 and this Amendment No. 3, the “Schedule 13D”). This Schedule 13D relates to the ordinary shares, $1.00 par value per share (“Ordinary Shares”), of TechnipFMC plc, a public limited company incorporated under the laws of England and Wales (the “Issuer”). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Schedule 13D. 

This Amendment No. 3 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons, as the Reporting Persons beneficially own less than five percent of the Ordinary Shares of the Issuer.

 

Item 2Identity and Background

 

This Amendment No. 3 amends and restates Item 2 of the Original Schedule 13D in its entirety 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 et Consignations, a French special public entity (établissement special) (“CDC”), (iii) EPIC Bpifrance, a French public institution of industrial and commercial nature (“EPIC”), and (iv) Bpifrance S.A. 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 S.A., EPIC and Bpifrance S.A. 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 wholly-owned 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 is principally engaged in the business of banking finance.

 

As of the date hereof, (i) Bpifrance Participations holds directly 20,656,724 Ordinary Shares and (ii) CDC holds directly 1,144,237 Ordinary Shares. As of the date hereof, neither Bpifrance S.A. nor EPIC holds any Ordinary Shares directly. Bpifrance S.A. may be deemed to be the beneficial owner of 20,656,724 Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations. CDC and EPIC may be deemed to be the beneficial owner of 20,656,724 Ordinary Shares, indirectly through their joint ownership and control of Bpifrance S.A. CDC may be deemed to be the beneficial owner of 318,611 Ordinary Shares, indirectly through its control of CNP Assurances, following the acquisition by CDC of the control of the French public group La Poste on February 4, 2020. CNP Assurances holds directly 318,611 Ordinary Shares.

 

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 this Amendment No. 3 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.

 

 

 6 
 

 

Item 5. Interest in Securities of the Issuer.

 

This Amendment No. 3 amends and restates Item 5 of the Original Schedule 13D in its entirety as follows:

 

As of the date hereof, (i) Bpifrance Participations holds directly 20,656,724 Ordinary Shares, which represents approximately 4.6% of the Issuer’s Ordinary Shares and (ii) CDC holds directly 1,144,237 Ordinary Shares, which represents approximately 0.3% of the Issuer’s Ordinary Shares. As of the date hereof, neither Bpifrance S.A. nor EPIC holds any Ordinary Shares directly. Bpifrance S.A. may be deemed to be the beneficial owner of 20,656,724 Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations.  CDC and EPIC may be deemed to be the beneficial owner of 20,656,724 Ordinary Shares, indirectly through their joint ownership and control of Bpifrance S.A. CDC may be deemed to be the beneficial owner of 318,611 Ordinary Shares, indirectly through its control of CNP Assurances, following the acquisition by CDC of the control of the French public group La Poste on February 4, 2020. CNP Assurances holds directly 318,611 Ordinary Shares, which represents approximately 0.1% of the Issuer’s Ordinary Shares. In the aggregate, CDC may be deemed to be the beneficial owner of 22,119,572 Ordinary Shares, directly and indirectly (through its joint ownership and control of Bpifrance S.A. and its control of CNP Assurances).

 

(a)                                 See also the information contained on the cover pages of this Schedule 13D which is incorporated herein by reference.  The percentage of Ordinary Shares beneficially owned by each Reporting Person is based on 450,700,480 Ordinary Shares of the Issuer outstanding as of October 26, 2021, as reported in the quarterly report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on October 27, 2021.

 

(b)                                 See the information contained on the cover pages of this Schedule 13D, which is incorporated herein by reference.

 

(c)                                 Other than the sales of an aggregate of 4,031,967 Ordinary Shares by Bpifrance Participations from October 27, 2021 through November 16, 2021, the details of which are set forth in Appendix E attached hereto, which is incorporated herein by reference, no transactions in Ordinary Shares were effected during the past 60 days by the Reporting Persons.

 

(d)                                 Not applicable.

 

(e)                                 As a result of the sales that occurred on November 4, 2021, Bpifrance Participations, EPIC and Bpifrance S.A ceased to be the beneficial owner of more than five percent of the Ordinary Shares. As a result of the sales that occurred on November 16, 2021, CDC ceased to be the beneficial owner of more than five percent of the Ordinary Shares. 

 

 7 
 

 

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.

Date: November 18, 2021

 

       
  Bpifrance Participations S.A.
     
  By:

/s/ Sophie Paquin*

    Name: Sophie Paquin
    Title: Director of Legal Affairs
 

 

 

 

  Caisse Des Dépôts et Consignations
     
  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

 

* Sophie Paquin is signing on behalf of Bpifrance Participations SA. by power of attorney previously filed with the Securities and Exchange Commission on February 8, 2018 as Exhibit 1 to Schedule 13D, and hereby incorporated herein by reference.

 

** Laurence Giraudon is signing on behalf of Caisse des Dépôts et Consignations by virtue of a decision dated February 8, 2021, previously filed with the Securities and Exchange Commission on May 11, 2021 as Exhibit 1 to Schedule 13D, and hereby incorporated herein by reference.

 

***Sophie Paquin is signing on behalf of EPIC Bpifrance by power of attorney previously filed with the Securities and Exchange Commission on February 14, 2017 as Exhibit 3 to Schedule 13G, and hereby incorporated herein by reference.

 

**** Boubakar Dione is signing on behalf of Bpifrance S.A. by power of attorney previously filed with the Securities and Exchange Commission on September 7, 2017 as Exhibit 2 to Schedule 13D, and hereby incorporated herein by reference.

 8 
 

 

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
     
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 

 

 

 9 
 

 

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

 

 

 10 
 

 

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
     
PIERRE CHABROL   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
     
MARIE-ANNE LAVERGNE   Director, Investment Manager at the Agence des Participations de l’Etat (French State Shareholding Agency)
     
GERALDINE LEVEAU   Director, Deputy General Secretary for Public Investment

 

 

 11 
 

 

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, Deputy CEO of Groupe Bruxelles Lambert
     
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

     
SOPHIE STABILE   Director, Chief Financial Officer of Lagardère
     
SEBASTIEN RASPILLER   Director, Head of the Financial Sector Department of the French Treasury

 

 

 12 
 

 

APPENDIX E

As of November 16, 2021, the below chart reflects the transactions in Common Shares effected by Bpifrance Participations and CDC since those reported on Amendment No. 2. All of the Ordinary Shares were sold in open market and off-market transactions executed by a broker on Bpifrance Participations’ behalf. 

Date Ordinary Shares
Sold
Price per
Common Share
Transaction Price Range
October 27, 2021 219,497 6,6826 €* 6.58 € to 6.75 €
October 28, 2021 1,046,704 6,4967 €* 6.45 € to 6.55 €
October 29, 2021 224,720 6,5135 €* 6.45 € to 6.56 €
November 1, 2021 227,575 6,5528 €* 6.40 € to 6.62 €
November 2, 2021 91,640 6,5461 €* 6.50 € to 6.62 €
November 3, 2021 318,920 6,4224 €* 6.40 € to 6.50 €
November 4, 2021 558,956 6,5667 €* 6.40 € to 6.66 €
November 5, 2021 521,565 6,5312 €* 6.45 € to 6.59 €
November 8, 2021 260,166 6,5118 €* 6.50 € to 6.54 €
November 9, 2021 4,600 6,4811 € 6.4811 €
November 10, 2021 65,050 6,4090 €* 6.33 € to 6.47 €
November 16, 2021 492,574 6,2686 €* 6.11 € to 6.44 €

 

* Reflects the weighted average sale price per Ordinary Share for Ordinary Shares sold in multiple transactions. The Reporting Persons undertake to provide the SEC staff, upon request, all information regarding the number of Ordinary Shares sold at each price within the ranges set forth above in this Appendix E.  

 

 13