Form SC 13D/A SEQUANS COMMUNICATIONS Filed by: CAISSE DES DEPOTS ET CONSIGNATIONS

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

(Name of Issuer)

(Title and Class of Securities)

(CUSIP Number)

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

(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), 13d-1(f) or 13d-1(g), check the following box o.

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.

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This Amendment No. 2 relates to the ordinary shares, nominal value €0.02 per share, (“Ordinary Shares”) of Sequans Communications S.A., a société anonyme incorporated in France (the “Issuer”) and amends the Schedule 13D filed on November 21, 2013, as amended by Amendment No. 1 filed on December 24, 2015  (as amended, the “Schedule 13D”). Unless otherwise indicated, all capitalized terms used but not defined herein have the meaning ascribed to such terms in the Schedule 13D.

Item 2.                                     Identity and Background.

Item 2 is hereby amended and restated as follows:

This Statement on Schedule 13D is filed jointly by (i) the Caisse des Dépôts et Consignations, a French special public entity (établissement special) (“CDC”), (ii) Bpifrance Participations, a société anonyme incorporated under the laws of the Republic of France (“Bpifrance Participations”), (iii) Bpifrance S.A., a société anonyme incorporated under the laws of the Republic of France (“Bpifrance”) and (iv) EPIC Bpifrance, a French public institution of industrial and commercial nature (“EPIC”) .  CDC, Bpifrance Participations, Bpifrance and EPIC 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, Bpifrance and EPIC is 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.

Bpifrance Participations is a French public investment fund specializing in the business of equity financing via direct investments or fund of funds.  Bpifrance Participations is the wholly-owned subsidiary of Bpifrance S.A, a French financial institution especially created for this purpose.  CDC and EPIC each hold 50% 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, a French public institution of industrial and commercial nature, is principally engaged in the business of banking finance.

As of the date hereof, pursuant to the transaction that took place on September 20, 2016 described under Item 3, Bpifrance Participations holds directly 8,960,561 Ordinary Shares.  As of the date hereof, none of Bpifrance S.A., CDC and EPIC holds any Ordinary Shares directly.  Bpifrance S.A. may be deemed to be the beneficial owner of 8,960,561Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations,

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CDC and EPIC may be deemed to be the beneficial owner of 8,960,561 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 3.                                     Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated as follows:

On September 20, 2016, Bpifrance Participations purchased  3,030,300 Ordinary Shares from the underwriters for an aggregate purchase price of $4,999,995, at the closing of the capital increase transaction described in the Issuer’s prospectus supplement filed pursuant to Rule 424(b)(2) with the Securities and Exchange Commission on September 15, 2016.  Bpifrance Participations obtained the funds to purchase the Ordinary Shares from working capital.

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Item 4.                                     Purpose of Transaction.

Paragraph 2 of Item 4 is hereby amended as follows and other paragraphs remain the same:

In connection with its purchase of the Ordinary Shares on November 26, 2013, Bpifrance Participations and Dr. Georges Karam, chairman of the board of directors of the Issuer, entered into a letter agreement dated November 20, 2013 (the “Agreement”).  Pursuant to the Agreement, Dr. Karam has agreed, subject to certain exceptions, so long as Bpifrance Participations or Bpifrance S.A. owns at least 5% of the outstanding shares or voting rights of the Issuer, (i) to support the designation of a director by Bpifrance Participations to serve on the Issuer’s board of directors, and (ii) to hold at least (x) 2,485,942 ordinary shares of the Issuer, which represents 80% of his current share ownership (not including stock options), until at least 12 months after the offering and (y) 1,533,714 ordinary shares of the Issuer, which represents 50% of his current share ownership (not including stock options), until December 1, 2016.  The description of the Agreement is qualified in its entirety by the terms of the Agreement, which was filed as Exhibit 99.1 to the Schedule 13D filed on November 21, 2013.

In connection with its purchase of the Ordinary Shares on September 20, 2016, Dr. Georges Karam, chairman of the board of directors and chief executitve officer of the Issuer, made certain undertakings to Bpifrance Participations in a letter dated September 14, 2016, (the “Undertaking”), which supercede and replace relevant parts of the Agreement.  Pursuant to the Undertaking, Dr. Karam has agreed to support the designation  of Bpifrance Participations as a director to serve on the Issuer’s board of directors, and, so long as Bpifrance Participations or its affiliates owns at least 5% of the outstanding shares or voting rights of the Issuer, to support the renewal of the mandate of Bpifrance Participations when such mandate will expire. The description of the Undertaking is qualified in its entirety by the terms of the Undertaking, which is filed as Exhibit 99.1 hereto, and is incorporated herein by reference.

Item 5.                                     Interest in Securities of the Issuer.

Item 4 is hereby amended and restated as follows:

Bpifrance Participations directly holds 8,960,561Ordinary Shares, and all such Ordinary Shares are represented by ADRs.  Bpifrance S.A. may be deemed to be the beneficial owner of 8,960,561 Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations.  CDC and EPIC may be deemed to be the beneficial owner of 8,960,561Ordinary Shares, indirectly through their joint ownership and control of Bpifrance S.A.

As set out in Item 4 above, in connection with its purchase of the Ordinary Shares, Bpifrance Participations also received certain undertakings relating to its purchase of the Common Shares from Dr. Georges Karam, chairman of the board of directors and chief executive officer of the Issuer.

(a)                                 See also the information contained on the cover pages of this Statement on Schedule 13D which is incorporated herein by reference.  The percentage of Ordinary Shares beneficially owned by each Reporting Person is based on 74,483,390 outstanding Ordinary Shares of the Issuer, as set out in the Issuer’s prospectus supplement filed pursuant to Rule 424(b)(2) with the Securities and Exchange Commission on September 15, 2016.

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

(c)                                  There have been no reportable transactions with respect to the Ordinary Shares or ADSs of the Issuer within the last 60 days by the Reporting Persons other than as described in this Statement on Schedule 13D.

(d)                                 Not applicable.

(e)                                  Not applicable.

Item 7. Material to be Filed as Exhibits.

99.1                        Letter undertaking dated September 14, 2016 to Bpifrance by Dr. Georges Karam.

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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: September 20, 2016

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APPENDIX A

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

BPIFRANCE PARTICIPATIONS

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance Participations are set forth below.  The business address of each director and executive officer is Bpifrance Participations, 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

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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. 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

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APPENDIX C

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

CAISSE DES DÉPÔTS ET CONSIGNATIONS

The name, business address and present principal occupation or employment of each of the members of the Management Committee of Caisse des Dépôts et Consignations are set forth below.  The business address of each director and executive officer is Caisse des Dépôts et Consignations, c/o 56, rue de Lille, 75007 Paris, France.  Unless otherwise indicated, each such person is a citizen of France.

MANAGEMENT COMMITTEE

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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 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

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Exhibit 99.1

September 14, 2016

Mrs. Maïlys Ferrere
Bpifrance Participations

27-31, avenue du Général Leclerc

94710 Maison-Alfort Cedex

In the event Sequans Communications (the “Company”) raises capital through a share issue in which Bpifrance Participations S.A. (“Bpifrance”) participates (the “Transaction”), I, Georges Karam, hereby commit as founding shareholder and Chairman and CEO of the Company, to propose and support the appointment or co-optation of Bpifrance, represented by Maïlys Ferrere as its permanent representative, as a director within the board of directors of the Company. More generally, I hereby undertake to make my best efforts, including to use my voting right as Chairman of the board of directors and as shareholder, to ensure that Bpifrance, represented by Maïlys Ferrere, shall be effectively appointed or co-opted as a director of the Company, at the latest during the first ordinary shareholders’ general meeting of the Company scheduled following completion of the Transaction.  I also commit to propose and support the renewal of the mandate of Bpifrance when such mandate will expire, under the condition that Bpifrance or its affiliates continues to hold a minimum of 5% of the share capital and voting rights of the Company at that time. This commitment supersedes and replaces our earlier agreement dated November 20, 2013, paragraph 1, pursuant to which I agreed to support the appointment of Yves Maitre as a director of the Company.

SEQUANS Communications – Société Anonyme au capital de 1.184.976,98 €

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – 15-55 boulevard Charles de Gaulle – 92700 Colombes

Tel : +33 (0)1 70 72 16 00 – Fax : +33 (0)1 70 72 16 09

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