SC 13D/A 1 tm2416635d1_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. 5 )*

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 9^th Street NW, Suite 500

Washington, DC 20001

(202) 585-8000

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

June 5, 2024

(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 ¨.

*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
	1	Name of Reporting Person Caisse des Dépôts (CDC)
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	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 12,593,903

			9		Sole Dispositive Power 0

			10		Shared Dispositive Power 12,593,903

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 12,593,903

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 8.6%

	14	Type of Reporting Person OO

CUSIP No. F21107101
	1	Name of Reporting Person Bpifrance Participations S.A.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	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 12,593,903

			9		Sole Dispositive Power 0

			10		Shared Dispositive Power 12,593,903

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 12,593,903

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 8.6%

	14	Type of Reporting Person OO

CUSIP No. F21107101
	1	Name of Reporting Person Bpifrance S.A. (Bpifrance)
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	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 12,593,903

			9		Sole Dispositive Power 0

			10		Shared Dispositive Power 12,593,903

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 12,593,903

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 8.6%

	14	Type of Reporting Person OO

CUSIP No. F21107101
	1	Name of Reporting Person EPIC Bpifrance
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	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 12,593,903

			9		Sole Dispositive Power 0

			10		Shared Dispositive Power 12,593,903

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 12,593,903

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 8.6%

	14	Type of Reporting Person (See Instructions) OO

This Amendment No. 5 (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, Amendment No. 3 filed with the SEC on November 8, 2017, and Amendment No. 4 filed with the SEC on August 10, 2023 (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 12,593,903 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 12,593,903 Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations. CDC and EPIC may be deemed to be the beneficial owners of 12,593,903 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:

On June 5, 2024, Bpifrance Participations sold 3,800,000 Ordinary Shares by block trades at $20.1309 per share.

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 12,593,903 Ordinary Shares, which represents approximately 8.6% 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 12,593,903 Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations. CDC and EPIC may be deemed to be the beneficial owners of 12,593,903 Ordinary Shares, indirectly through their joint ownership and control of Bpifrance S.A.

(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 145,832,473 outstanding Ordinary Shares of the Issuer, as reported in the Issuer’s Form 6-K filed with the SEC on May 14, 2024.

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

(c) Other than as described in Item 4 above, 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: June 6, 2024

	Caisse des dépôts ET CONSIGNATIONS

	By:	/s/ Laurence Giraudon
	Name:	Laurence Giraudon
	Title:	Chief Operating Officer, Finance and Operations Department, Asset Management Division

	Bpifrance Participations S.A.

	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

	EPIC Bpifrance

	By:	/s/ Sophie Paquin
	Name:	Sophie Paquin
	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

MARION CABROL		Director, Investment manager at the 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		Vacant

CLEMENT ROBERT		Director, head of the Business Financing and Development Office, Direction Générale du Trésor (French Treasury)

CHLOE MAYENOBE		Director, Chief Operating Officer at Thunes

CAROLINE PAROT		Director, CEO of Technicolor Creative Studios

ARNAUD DELAUNAY		Director, deputy Director for Innovation in the General Directorate for Companies of the Ministry of Economy and Finance

PIERRE AUBOUIN		Director, Director of the Infrastructure and Mobility Department of the Investment, Division of Banque des Territoires

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)

MARIE DELEAGE		Director representing the employees

PHILIPPE BAYEUX		Director representing the employees

PIERRE-ANDRE DE CHALENDAR		Director, Chairman of Saint-Gobain

CLAIRE DUMAS		Director, Finance Director at Société Générale

SOPHIE STABILE		Director, CFO at Groupe Lagardère

ANNE LAURENT		Director, Deputy Director of the Ecole nationale superieure des mines de Paris

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

MARION CABROL		Director, Investment manager in the Department of strategic holdings at Caisse des Dépôts

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

CLAIRE CHEREMETINSKI		Director, Advisor to the Director of the French Treasury

THOMAS LESUEUR		Director, Advisor to the delegate in charge of the senior management of the State

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		Executive Vice President of Caisse des Dépôts and Director of Banque des Territoires

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		Head of finance and sustainable policy of Caisse des Dépôts Group

OLIVIER MAREUSE		Director of Assets Management - 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		Advisor to the Chief Executive Officer of Caisse des Dépôts

ANTOINE SAINTOYANT		Director of strategic holdings at Caisse des Dépôts

MARIE-LAURE GADRAT		Chief of staff to the Chief Executive Director

MARIANNE KERMOAL-BERTHOME		Director of Social Policies

AURÉLIE ROBINEAU-ISRAĒL		Caisse des Dépôts Group Human Resources Director

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

ESTELLE DHONT-PELTRAULT		Director, assistant to the Head of the Innovation, Technology Transfer and Regional Action Department in the General Directorate for Research and Innovation

ARMEL CASTETS		Director, Deputy Director for trade finance

ARNAUD WIEBER		Director, Head of the office for Energy, Investments, Industry and Innovation in the 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

DAVID HELM		Director, Head of Innovation Financing and Intellectual Property in the General Directorate for Companies of the Ministry of Economy and Finance

SEC Form SC 13D/A filed by Constellium SE (Amendment)