¹ Based on 450,433,770 Ordinary Shares, $1.00 par value per share (the “Ordinary Shares”) of TechnipFMC plc (the “Issuer”) outstanding as of February 24, 2021, as reported in the registration statement on Form 10-K filed by the Issuer with the Securities and Exchange Commission on March 5, 2021 (the “Form 10-K”).

² Based on 450,433,770 Ordinary Shares outstanding as of February 24, 2021, as reported in the Form 10-K.

³ Based on 450,433,770 Ordinary Shares outstanding as of February 24, 2021, as reported in the Form 10-K. 

⁴ Based on 450,433,770 Ordinary Shares outstanding as of February 24, 2021, as reported in the Form 10-K.

Explanatory Note

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) 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 (the “Original Schedule 13D” and, as amended and supplemented by Amendment No. 1 and this Amendment No. 2, 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. 2 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 24,688,691 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 24,688,691 Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations. CDC and EPIC may be deemed to be the beneficial owner of 24,688,691 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. 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. 

This Amendment No. 2 amends and supplements Item 3 of the Original Schedule 13D by adding the following:

Bpifrance Participations purchased 7,474,829 ordinary shares, €0.01 nominal value per share, of Technip Energies N.V. (“Technip Energies” and such shares, the “Technip Energies Shares”) at $13.3782 per share for a total purchase price of $100.0 million from the Issuer pursuant to an amendment to the share purchase agreement entered into between Bpifrance Participations and the Issuer, dated as of January 7, 2021 (the “Share Purchase Agreement”). Bpifrance Participations obtained the funds to purchase the Ordinary Shares from working capital.

The information included in Item 6 is incorporated herein by reference.

This Amendment No. 2 amends and supplements Item 4 of the Original Schedule 13D by adding the following:

On March 31, 2021 in connection with the SPA Amendment (as defined in Item 6 below), Bpifrance Participations purchased 7,474,829 Technip Energies Shares.

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.  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. 

This Amendment No. 2 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 24,688,691 Ordinary Shares, which represents approximately 5.5% 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 24,688,691 Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations.  CDC and EPIC may be deemed to be the beneficial owner of 24,688,691 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 26,151,539 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 450,433,770 Ordinary Shares of the Issuer outstanding as of February 24, 2021, as reported in the registration statement on Form 10-K filed by the Issuer with the Securities and Exchange Commission on March 5, 2021.

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

(c)                                  See the information contained in Item 3, which is incorporated herein by reference.

(d)                                 Not applicable.

(e)                                  Not applicable.

This Amendment No. 2 amends and supplements Item 6 of the Original Schedule 13D by adding the following:

On January 7, 2021, the Issuer and Bpifrance Participations entered into the Share Purchase Agreement, pursuant to which Bpifrance Participations agreed to purchase from the Issuer for $200.0 million, subject to a purchase price adjustment as described below, a number of Technip Energies Shares determined based upon a thirty day VWAP of Technip Energies Shares, less a six percent discount.

On March 31, 2021, Bpifrance Participations and the Issuer entered into an amendment (the “SPA Amendment”) to the Share Purchase Agreement that amended the number of Technip Energies Shares to be acquired by Bpifrance Participations to provide that it will purchase from the Issuer 7,474,829 Technip Energies Shares at $13.3782 per share for a total purchase price of $100.0 million. Because Bpifrance Participations had already paid $200.0 million to the Issuer on February 25, 2021 per the original terms, under the SPA Amendment, the Issuer agreed to repay Bpifrance Participations the excess $100.0 million by the thirty fifth (35th) trading day after the Distribution Date (being April 8, 2021). The SPA Amendment is attached as Exhibit 99.5 to this Schedule 13D and incorporated herein by reference.

This Amendment No. 2 amends and supplements Item 7 of the Original Schedule 13D by adding the following:

99.5                        Amendment No. 1 to the Share Purchase Agreement, dated as of March 31, 2021, by and between the Issuer and Bpifrance Participations. 

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: April 1, 2021

* 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.

** Manuela Laudic is signing on behalf of Caisse des Dépôts et Consignations by executive order from the general manager of Caisse des Dépôts et Consignations previously filed with the Securities and Exchange Commission on February 19, 2021 as Exhibit 3 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. 

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

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

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

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