UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2019
Commission File Number:001-35931
Constellium SE
(Translation of registrant’s name into English)
Washington Plaza
40-44, rue Washington
75008 Paris, France
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form20-F or Form40-F:Form 20-F ☑ Form40-F ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(1): Yes ☐ No ☑
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(7): Yes ☐ No ☑
INFORMATION CONTAINED IN THIS FORM6-K REPORT
As previously disclosed, effective on June 28, 2019, Constellium SE (formerly known as Constellium N.V.) (the “Company”) completed its conversion (the “Conversion”) from a Dutch public limited liability company (Naamloze Vennootschap) to a European company (Societas Europaea). On December 12, 2019, the Company completed the transfer of its corporate seat/registered office and headquarters from Amsterdam, the Netherlands to Paris, France (the “Transfer”).
In accordance with European Council Regulation No. 2157/2001 and Sections 3, 4 and 5 of the Dutch Implementation Act (Uitvoeringswet verordening Europese vennootschap), the Transfer required approval by the Company’s shareholders, which approval was obtained at the extraordinary general meeting of the Company’s shareholders on November 25, 2019. The Transfer further required amendment to the Company’s Articles of Association by means of a deed of amendment.
As of the effectiveness of the Transfer, each outstanding Class A ordinary share of Constellium SE with its corporate seat/registered office and headquarters in Amsterdam, the Netherlands automatically became an ordinary share of Constellium SE with its corporate seat/registered office and headquarters in Paris, France. The Company’s ordinary shares continue to be listed on the New York Stock Exchange under the symbol “CSTM” and are expected to trade under Constellium SE as a French company, as of December 13, 2019.
Exhibit Index
No. | Description | |
3.1 | Articles of Association of Constellium SE, effective as of December 12, 2019 | |
10.1 | Amendment No. 3 to the Constellium N.V. 2013 Equity Incentive Plan, effective as of December 12, 2019 |
The information contained in this Form6-K is incorporated by reference into any offering circular or
registration statement (or into any prospectus that forms a part thereof) filed by Constellium SE with the
Securities and Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CONSTELLIUM SE (Registrant) | ||||
December 12, 2019 | By: | /s/ Peter R. Matt | ||
Name: | Peter R. Matt | |||
Title: | Chief Financial Officer |