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CUSIP 89151E109
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Page 1 of 7 Pages
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Total S.A.
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(Name of Issuer)
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Ordinary Shares
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(Title of Class of Securities)
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89151E1091
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(CUSIP Number)
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December 31, 2013
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(Date of Event which Requires Filing of this Statement)
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X
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Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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CUSIP 89151E109
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Page 2 of 7 Pages
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1
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NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amundi Group
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of France
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
73,373,788
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
184,350,308
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
184,350,308 shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.8%
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12
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TYPE OF REPORTING (SEE INSTRUCTIONS)
HC
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CUSIP 89151E109
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Page 3 of 7 Pages
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1
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NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amundi
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of France
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
73,081,528
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
169,990,592
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
170,394,475 shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.5%
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12
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TYPE OF REPORTING (SEE INSTRUCTIONS)
FI
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CUSIP 89151E109
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Page 4 of 7 Pages
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Item 1(a).
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Name of Issuer: Total S.A.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
2, place Jean Miller
La Defense 6
92400 Courbevoie
France
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Item 2(a).
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Name of Person(s) Filing:
Amundi Group
Amundi
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
Both Amundi Group and Amundi maintain their principal offices at:
90 boulevard Pasteur
75015 Paris, France
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Item 2(c).
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Citizenship:
Both Amundi Group and Amundi are organized under the laws of the Republic of France.
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Item 2(d).
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Title of Class of Securities:
Ordinary Shares
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Item 2(e).
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CUSIP Number:
89151E109
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Item 3.
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If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
(a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) o A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) x A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(j) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
If filing as a non-US institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Amundi Group is a holding company organized under the laws of France as a société anonyme.
Amundi is an investment company organized under the laws of Frances as a société anonyme.
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CUSIP 89151E109
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Page 5 of 7 Pages
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Item 4.
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Ownership:
Amundi Group is an affiliate of Credit Agricole S.A., a French bank, which holds 73.6% of the stock of Amundi Group. Amundi is a wholly-owned subsidiary of Amundi Group.
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(a)
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Amount beneficially owned: See item 9 of each cover page.
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(b)
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Percent of class: See Item 11 of each cover page.
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Number of shares as to which the person has:
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(i) Sole power to vote or to direct the vote:
See Item 5 of each cover page.
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(ii) Shared power to vote or to direct the vote:
See Item 6 of each cover page.
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(iii) Sole power to dispose or to direct the disposition of:
See Item 7 of each cover page.
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(iv) Shared power to dispose or to direct the disposition of:
See Item 8 of each cover page.
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Item 5.
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Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5% of the class of securities, check the following:
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
Not Applicable
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Item 8.
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Identification and Classification of Members of the Group:
Not Applicable
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Item 9.
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Notice of Dissolution of Group:
Not Applicable
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CUSIP 89151E109
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Page 6 of 7 Pages
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Item 10.
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Certification:
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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| Amundi Group | ||
| By: | /s/ L. Legouet | |
| By: L. Legouet | ||
| Title: Amundi Group General Counsel | ||
| Amundi | ||
| By: | /s/ L. Legouet | |
| By: L. Legouet | ||
| Title: Amudi General Counsel | ||
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CUSIP 89151E109
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Page 7 of 7 Pages
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| Amundi Group | ||
| By: | /s/ L. Legouet | |
| By: L. Legouet | ||
| Title: Amundi Group General Counsel | ||
| Amundi | ||
| By: | /s/ L. Legouet | |
| By: L. Legouet | ||
| Title: Amudi General Counsel | ||