Initial Statement of Beneficial Ownership (3)
April 20 2017 - 11:25AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Rhee Dolrae Jennifer
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2. Date of Event Requiring Statement (MM/DD/YYYY)
4/3/2017
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3. Issuer Name
and
Ticker or Trading Symbol
Loop Industries, Inc. [LLPP]
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(Last)
(First)
(Middle)
119 LAURIER ST.
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
Chief Financial Officer /
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(Street)
DOLLAR-DES-ORMEAUX, A8 H9B 3B1
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrant
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(1)
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(1)
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Common stock, par value $0.0001 per share
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400000
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$5.25
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D
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Warrant
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(2)
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(2)
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Common stock, par value $0.0001 per share
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50000
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$5.25
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D
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Warrant
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(3)
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(3)
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Common stock, par value $0.0001 per share
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50000
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$5.25
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D
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Warrant
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(4)
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(4)
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Common stock, par value $0.0001 per share
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50000
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$5.25
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D
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Explanation of Responses:
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(1)
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Pursuant to the terms of that certain Loop Canada Inc. Employment Agreement (the "Employment Agreement"), dated March 17, 2017, by and between Loop Canada Inc., a federal Canada corporation ("Loop Canada") and wholly owned subsidiary of the Company, and D. Jennifer Rhee, effective April 3, 2017, subject to approval of the board of directors of Loop Canada, Ms. Rhee may receive, as a bonus, 400,000 warrants to purchase common stock of Loop Industries, Inc., at an exercise price of $5.25, which warrant vests quarterly, in equal amounts, over 24 months, beginning April 3, 2017. The term of such warrant would be subject to the determination of the board of directors of Loop Canada. In the event there is a "change of control" (as such term is defined in the Employment Agreement), the warrant shall immediately vest.
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(2)
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Pursuant to the terms of the Employment Agreement, Ms. Rhee may receive, as a bonus, a warrant to purchase 50,000 shares of common stock of Loop Industries, Inc., at an exercise price of $5.25, which warrant vests at the completion of the first full-scale production facility of Loop Industries, Inc., which produces a minimum of 10,000 M/T per year of PTA & MEG. The term of such warrant would be subject to the determination of the board of directors of Loop Canada. In the event there is a "change of control" (as such term is defined in the Employment Agreement), the warrant shall immediately vest.
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(3)
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Pursuant to the terms of the Employment Agreement, Ms. Rhee may receive, as a bonus, a warrant to purchase 50,000 shares of common stock, at an exercise price of $5.25, which warrant vests once Loop Industries, Inc. delivers a minimum of 10,000 M/T per year of PTA & MEG or PET to a commercial client. The term of such warrant would be subject to the determination of the board of directors of Loop Canada. In the event there is a "change of control" (as such term is defined in the Employment Agreement), the warrant shall immediately vest.
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(4)
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Pursuant to the terms of the Employment Agreement, Ms. Rhee may receive, as a bonus, a warrant to purchase 50,000 warrants to purchase common stock of Loop Industries, Inc., at an exercise price of $5.25, that vests at the completion of the second full-scale production facility producing a minimum of 40,000 M/T per year of PTA & MEG. The term of such warrant would be subject to the determination of the board of directors of Loop Canada. In the event there is a "change of control" (as such term is defined in the Employment Agreement), the warrant shall immediately vest.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Rhee Dolrae Jennifer
119 LAURIER ST.
DOLLAR-DES-ORMEAUX, A8 H9B 3B1
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Chief Financial Officer
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Signatures
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/s/ D. Jennifer Rhee
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4/20/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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