- Statement of Beneficial Ownership (SC 13D)
November 23 2010 - 5:06AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
(CUSIP Number)
Jean-François Joly
Credit Industriel et Commercial
6 avenue de Provence
75009 Paris, France
+33 1 45 96 90 72
(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.
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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 persons 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).
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CUSIP No.
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403777105
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Page
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2
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of
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5
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1
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NAMES OF REPORTING PERSONS
Credit Industriel et Commercial
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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France
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7
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SOLE VOTING POWER
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NUMBER OF
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1,387,324
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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Nil
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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1,387,324
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WITH
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10
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SHARED DISPOSITIVE POWER
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Nil
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,387,324
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.07%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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BK
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* Based on a total number of Gymboree Corporation shares of common stock outstanding of 27,342,201.
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CUSIP No.
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403777105
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Page
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3
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of
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5
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Item 1.
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Security and Issuer
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This statement on Schedule 13D (this Statement) relates to the common stock (the Shares) of
Gymboree Corporation (the Issuer). The Issuers principal offices are located at 500 Howard
Street, San Francisco, CA 94105.
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Item 2.
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Identity and Background
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(a) This Statement is filed by and on behalf of Credit Industriel et Commercial (CIC).
(b) (c)
CIC is a French authorized bank. Our address is 6 avenue de Provence, 75009 Paris, France.
(d) (e)
We have not, during the past five years, (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which we are or were 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 a violation in respect to such
laws.
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Item 3.
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Source and Amount of Funds or Other Consideration
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CIC acquired 731,027 Shares in market purchases over the course of the 30 days prior to the date of
this filing.
In addition, CIC acquired 656,297 Shares pursuant to a stock loan agreement, dated October 1, 2005,
by and between CIC and Cigogne (the Stock Loan Agreement) as amended by the amendment agreement,
dated April 18, 2008, by and between CIC and Cigogne (the Amendment Agreement). References to,
and descriptions of, the Stock Loan Agreement set forth herein are qualified in their entirety by
reference to the copy of the Stock Loan Agreement included as Exhibit 1 to this Statement, which is
incorporated by reference herein in its entirety where such references and descriptions appear.
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Item 4.
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Purpose of Transaction
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The Shares were acquired for investment purposes and were not acquired with the purpose or intent
of changing or influencing the control of the Issuer.
Except as stated above, there are no plans or proposals of the type referred to in clauses (a)
through (j) of Item 4 of Schedule 13D, as promulgated by the Securities and Exchange Commission.
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Item 5.
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Interest in Securities of the Issuer
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(a) As of the date of this Schedule 13D, CIC is the beneficial owner of 1,387,324 Shares
constituting approximately 5.07% of the Issuers total issued and outstanding Shares.
(b) As of the date of this Schedule 13D, CIC may be deemed to hold sole power to vote and to
dispose of the 1,387,324 Shares as described in (a) above
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CUSIP No.
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403777105
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Page
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4
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of
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5
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(c) Transactions made by CIC in the Shares effected in the past 60 days are below.
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Quantity Acquired
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Price Per Share
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Manner of
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Date of Transaction
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(Sold)
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(U.S. $)
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Acquisition/Disposition
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October 11, 2010
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155,000
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64.98
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Purchase
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75,000
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64.98
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Purchase
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50,000
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65.02
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Purchase
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25,000
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65.03
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Purchase
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October 14, 2010
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305,000
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65.00
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Borrowed
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October 21, 2010
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75,000
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64.91
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Purchase
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25,000
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64.91
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Purchase
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October 22, 2010
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1,800
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64.87
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Purchase
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October 27, 2010
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101,800
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64.94
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Borrowed
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November 3, 2010
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43,018
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65.11
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Purchase
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November 8, 2010
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34,542
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65.20
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Purchase
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November 9, 2010
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37,500
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65.19
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Purchase
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November 11, 2010
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38,166
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65.24
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Purchase
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November 12, 2010
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101,274
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65.24
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Purchase
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November 16, 2010
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69,727
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65.30
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Purchase
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November 18, 2010
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249,497
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65.34
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Borrowed
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(d) No person other than CIC is known by CIC to have the right to receive, or the power to direct
the receipt of, dividends from, or proceeds from the sale of, the Shares reported in this Schedule
13D.
(e) None.
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Item 6.
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Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the
Issuer
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Stock Loan Agreement by and between CIC and Cigogne dated October 1, 2005.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit 1: Stock Loan Agreement by and between CIC and Cigogne dated October 1, 2005.
Exhibit 2: Amendment Agreement by and between CIC and Cigogne dated April 28, 2008.
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CUSIP No.
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403777105
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Page
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5
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of
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5
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SIGNATURES
After reasonable inquiry and to the best of my knowledge, I certify that the information set forth
in this statement is true, complete and correct.
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CREDIT INDUSTRIEL ET COMMERCIAL
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By:
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/s/ Jean-François Joly
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Name:
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Jean-François Joly
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Title:
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Head of Legal and Tax Department
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