Form SC 13D DBV Technologies S.A. Filed by: Bpifrance Participations SA

Under the Securities Exchange Act of 1934

(Amendment No.   )*

(Name of Issuer)

(Title of Class of Securities)

(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 copy to:

Linda A. Hesse

Jones Day

2, rue Saint Florentin

75001 Paris

France

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

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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Item 1. Security and Issuer.

This Statement on Schedule 13D (the “Schedule 13D”) relates to the ordinary shares, nominal value €0.10 per share, (“Ordinary Shares”) of DBV Technologies S.A., a société anonyme incorporated in France (the “Issuer”).  The Ordinary Shares are represented by American Depositary Shares, each American Depositary Share representing one-half of an Ordinary Share (the “ADSs”).  The Issuer’s principal executive offices are located at 177-181 avenue Pierre Brossolette, 92120 Montrouge France.

Item 2. Identity and Background.

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) Innobio FPCI (“Innobio”), a fonds professionnel de capital investissement, (iii) Bpifrance Investissement S.A.S., a French management company (société de gestion) (“Bpifrance Investissement”), (iv) the Caisse des Dépôts, a French special public entity (établissement spécial) (“CDC”), (v) EPIC Bpifrance, a French public institution of industrial and commercial nature (“EPIC”), and (vi) Bpifrance S.A. (“Bpifrance”), a société anonyme incorporated under the laws of the Republic of France. Bpifrance Participations, Innobio, Bpifrance Investissement, CDC, EPIC and Bpifrance 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, Innobio, Bpifrance Investissement, EPIC and Bpifrance is 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.

Bpifrance Participations is a French public company specializing in the business of equity financing via direct investments or fund of funds.  Bpifrance Participations is a wholly-owned subsidiary of Bpifrance, a French financial institution especially created for this purpose.  CDC and EPIC each hold 50% of the share capital of Bpifrance and jointly control Bpifrance.  CDC is principally engaged in the business of long-term investments.  EPIC, a French institution of public institution of industrial and commercial nature, is principally engaged in the holding of Bpifrance’s shares. Innobio is a fund managed by Bpifrance Investissement. The main aim of the fund is to make equity investments in innovative companies providing technology, products and services for health care. Bpifrance Investissement is a wholly-owned subsidiary of Bpifrance Participations.

As of April 12, 2018, Bpifrance Participations held directly 2,620,541 Ordinary Shares and Innobio held directly 226,133 Ordinary Shares. None of Bpifrance, EPIC nor Bpifrance Investissement held any Ordinary Shares directly. Bpifrance Investissement may be deemed to be the beneficial owner of the 226,133 Ordinary Shares held by Innobio, through its management of Innobio. Bpifrance may be deemed to be the beneficial owner of 2,846,674 Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations, which is the parent company of Bpifrance Investissement. EPIC may be deemed to be the beneficial owner of 2,846,674 Ordinary Shares, indirectly through its joint ownership and control of Bpifrance. As of April 12, 2018, CDC held directly 90,000 Ordinary Shares and, as a result, CDC may be deemed to be the beneficial owner of 2,936,674 Ordinary Shares directly and indirectly through its joint ownership and control of Bpifrance.

Attached as Appendices A, B, C, D and E to Item 2 is information concerning the executive officers and directors of Bpifrance Participations, Bpifrance Investissements, CDC,  EPIC and Bpifrance, respectively, required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D.  Innobio is formed under the laws of the Republic France as a fonds professionnel de capital investissement.  Innobio does not have legal capacity under French law or its own personnel, and is represented in all respects by Bpifrance Investissement, its manager.

None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Appendices A, B, C, D and E 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.

On March 21, 2018, Bpifrance Participations purchased 584,925 Ordinary Shares in connection with a U.S. public offering and European private placement (the “Offering”) by the Issuer.  Between March 21, 2018 and April 4, 2018, Bpifrance Participations purchased additional Ordinary Shares on the open market. The number of shares purchased on each day and the price for such shares are set forth in Schedule I to this Schedule 13D and incorporated herein by reference. Bpifrance Participations obtained the funds to purchase the Ordinary Shares from working capital.

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Item 4. Purpose of Transaction.

On March 20, 2018, the Issuer entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Goldman Sachs International, Barclays Capital Inc. and Deutsche Bank Securities Inc. (the “Underwriters”), related to the Offering of an aggregate of 3,527,752 Ordinary Shares in a public offering of 1,392,015 Ordinary Shares in the form of 2,784,030 ADS of the Issuer in the United States, Canada and certain other countries outside Europe at a price to the public of $21.26 per ADS and a concurrent private placement of 2,135,737 Ordinary Shares at a price to the public of €34.71 per Ordinary Share. Each ADS represents one-half of one Ordinary Share. The Offering closed on March 23, 2018. In addition, the Issuer granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase, at the public offering price less any underwriting discounts and commissions, up to an additional 529,162 Ordinary Shares to cover overallotments, if any (“Underwriters Option”).

Pursuant to the Offering, on March 21, 2018, Bpifrance Participations purchased 584,925 Ordinary Shares of the Issuer at the offering price of €34.71 per share. Between March 21, 2018 and April 4, 2018, Bpifrance Participations purchased additional Ordinary Shares on the open market. The number of shares purchased on each day and the price for such shares are set forth in Schedule I to this Schedule 13D and incorporated herein by reference. Bpifrance Participations obtained the funds to purchase the Ordinary Shares from working capital.

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 currently intend 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 the Instructions to 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.

Please see Items 5, 6, 7, 8, 9 and 11 of each cover sheet for each filing entity.

As of April 12, 2018, Bpifrance Participations held directly 2,620,541 Ordinary Shares and Innobio held directly 226,133 Ordinary Shares. None of Bpifrance, EPIC nor Bpifrance Investissement held any Ordinary Shares directly. Bpifrance Investissement may be deemed to be the beneficial owner of the 226,133 Ordinary Shares held by Innobio, through its management of Innobio. Bpifrance may be deemed to be the beneficial owner of 2,846,674 Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations, which is the parent company of Bpifrance Investissement. EPIC may be deemed to be the beneficial owner of 2,846,674 Ordinary Shares, indirectly through its joint ownership and control of Bpifrance. As of April 12, 2018, CDC held directly 90,000 Ordinary Shares and, as a result, CDC may be deemed to be the beneficial owner of 2,936,674 Ordinary Shares directly and indirectly through its joint ownership and control of Bpifrance.

(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 29,718,352 outstanding Ordinary Shares of the Issuer, as set out in the Issuer’s website on April 5, 2018 in the monthly report of share and voting rights outstanding at the end of March 2018.

(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 Schedule 13D and Schedule I attached hereto, which is incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Not applicable.

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Item 7. Material to be Filed as Exhibits

99.1 — Joint Filing Agreement dated as of April 12, 2018, by and among the Reporting Persons.

99.2 — Power of Attorney — CDC.

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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: April 12, 2018

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

** Sophie Paquin is signing on behalf of Bpifrance Investissement S.A.S. by power of attorney previously filed with the Securities and Exchange Commission on February 12, 2018 as Exhibit 2 to Schedule 13G/A filed by Bpifrance Participations related to DBV Technologies S.A., and hereby incorporated herein by reference.

*** Eric Flamarion is signing on behalf of Caisse des Dépôts by executive order from the general manager of Caisse des Dépôts filed as Exhibit 99.2 hereto, and hereby incorporated herein by reference.

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**** 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/A filed by Bpifrance Participations related to Orange S.A., 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/A filed by Bpifrance Participations related to Constellium N.V., and hereby incorporated herein by reference.

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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 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

EXECUTIVE OFFICERS

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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

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

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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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APPENDIX E

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

BPIFRANCE INVESTISSEMENTS

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

EXECUTIVE OFFICERS

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Schedule I

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Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this foregoing shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.

Dated: April 12, 2018

Exhibit 99.2

FREE TRANSLATION OF
EXCERPTS FROM THE EXECUTIVE ORDER OF THE FRENCH REPUBLIC

DELEGATING SIGNATURE AUTHORITY FOR

THE DEPARTMENT IN CHARGE OF FINANCIAL INVESTMENTS OF

CAISSE DES DÉPÔTS ET CONSIGNATIONS

Dated: December 9, 2017

Caisse des dépôts et des Consignations

Executive order (arrêté) dated December 9, 2017 delegating power of signature for the department in charge of financial investments of the Caisse des dépôts et consignations.

The General Manager of the Caisse des dépôts et consignations,

Having regard to the French Monetary and Financial Code, in particular Articles L. 518-2 et seq. and R. 518-1 et seq .;

Having regard to Title X of the Finance Act of April 28, 1816, as amended;

Having regard to the executive order dated August 17, 2016 appointing Olivier Mareuse as General Manager of the Caisse des dépôts et consignations,

Resolves,

[…]

Art. 2. — Power of signature is given to Mr. Eric Flamarion, director of the financial investments department (département des placements financiers), in order to sign on behalf of the General Manager (directeur général), any acts described in Article 1, and in the event of the absence or incapacity of Mr. Olivier Mareuse and Ms. Virginie Chapron-du Jeu, any written documents relating to contracts covered by the provisions of regulation no. 2015-899 of July 23, 2015.

Art. 3 — In the event of the absence or incapacity of Mr. Eric Flamarion, power of signature is given, in order to sign on behalf of the General Manager (directeur général), any acts carried out in connection with the management of the portfolios of securities of the saving funds within the limits of attributions of the department of financial investments (département des placements financiers), with the exception of those covered by the provisions of regulation no. 2015-899 of July 23, 2015, with the ability to substitute between themselves this power, to:

1° Mr. Joël Prohin, head of the asset management department (responsable de la gestion des portefeuilles);

2° Mr. Laurent Deborde, head of the management of innovation and development programs (responsable de la gestion des programmes innovation et développement);

3° Ms. Laurence Giraudon, head of the support and operations department (responsable support et opérations).

Art. 4 — In the event of the absence or incapacity of Mr. Eric Flamarion, power of signature is given, in order to sign on behalf of the General Manager (directeur général), any acts covered by the provisions of regulation no. 2015-899 of July 23, 2015 to Ms. Laurence Giraudon.

[…]