Statement of Beneficial Ownership (sc 13d)
June 09 2017 - 12:49PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
MANTRA
VENTURE GROUP LTD.
(Name
of Issuer)
Common
Shares, par value $0.00001 per share
(Title
of Class of Securities)
564656106
(CUSIP
Number)
M.
Ali Panjwani, Esq.
Pryor
Cashman LLP
7
Times Square
New
York, NY 10036
(201)
326-0820
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May
19, 2017
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
*
The remainder of this cover page shall be filled out for a reporting person’s 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).
CUSIP
No. 564656106
|
13D
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Page
2 of 5 Pages
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1
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NAME
OF REPORTING PERSON
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Keith
W. Hayter
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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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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OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE
VOTING POWER
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62,125,755
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8
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SHARED
VOTING POWER
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0
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9
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SOLE
DISPOSITIVE POWER
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62,125,755
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10
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SHARED
DISPOSITIVE POWER
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0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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62,125,755
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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22.6%
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP
No. 564656106
|
13D
|
Page
3 of 5 Pages
|
Item
1. Security and Issuer
This
Schedule 13D (this “Schedule 13D”) relates to the common shares, par value $0.00001 (the “Common Shares”)
of Mantra Venture Group Ltd. (the “Issuer”), whose principal executive offices are located at #1562 128th Street, Surrey,
British Columbia, Canada V4A 3T7.
Item
2. Identity and Background
The
person filing this Schedule 13D is Keith W. Hayter (the “Reporting Person”). The Reporting Person is the President and
a Director of the Issuer. The Reporting Person’s business address is: c/o Mantra Venture Group Ltd., 300 Crown Oak Centre Drive,
Longwood, Florida 32750. During the last five years, the Reporting Person has not (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) 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. The Reporting Person is a citizen of the United States.
Item
3. Source and Amount of Funds or Other Consideration
The
62,125,755 shares beneficially owned by the Reporting Person consist of shares received through a sign-on bonus granted from the
Issuer in connection with his employment with the Issuer.
Item
4. Purpose of Transaction
The
Reporting Person acquired the Common Shares reported herein from the Issuer for compensatory purposes. The Reporting Person may
acquire additional shares of Common Shares from time to time, in open market purchase, negotiated transactions or otherwise, and
may sell any or all of such Common Shares from time to time. As a director and executive officer of the Issuer, the Reporting
Person may also receive grants of equity securities from time to time under the Issuer’s stock incentive plans.
The
Reporting Person does not, in such capacity, have present plans or proposals that relate to or would result in any of the following
(although the Reporting Person reserves the right to develop such plans or proposals or any other plans relating to the Issuer
and to take action with respect thereto): (a) the acquisition by any person of additional securities of the Issuer, or the disposition
of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving
the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the
Issuer’s certificate of incorporation, bylaws, or instruments corresponding thereto or other actions that may impede the acquisition
of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above.
Item
5. Interest in Securities of the Issuer
The
Reporting Person directly owns 62,125,755 Common Shares of the Issuer, constituting beneficial ownership of 22.6% of the Issuer’s
Common Shares as of March 20, 2017, based on 247,998,9000 shares outstanding as reported on the Issuer’s Preliminary Schedule
14A, filed with the Securities and Exchange Commission on May 25, 2017. The Reporting Person has sole voting and dispositive power
with respect to the indicated Common Shares. The Reporting Person has not effected any transactions in the Common Shares during
the past 60 days, except as described in this Schedule 13D.
CUSIP
No. 564656106
|
13D
|
Page
4 of 5 Pages
|
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The
Issuer entered into an employment agreement with the Reporting Person, effective as of June 6, 2017 (the “Employment Agreement”.
The form of the Employment Agreement was approved by the board of directors of the Issuer (the “Board”). A copy of
the Employment Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference. The Employment Agreement has
a three-year term and will automatically renew for successive one-year terms unless the Issuer or the Reporting Person elects
to terminate the agreement by giving 60 days’ notice prior to the end of the current term. The Reporting Person will receive
a base annual salary of $210,000, which may be increased (but not decreased) by the Board (or a committee thereof) in its sole
discretion. The Reporting Person received a sign on bonus of 62,125,755 Common Shares.
Item
7. Material to be Filed as Exhibits
CUSIP
No. 564656106
|
13D
|
Page
5 of 5 Pages
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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:
June 9, 2017
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/s/
Keith W. Hayter
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Keith
W. Hayter
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