Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 08:02AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. 2)*
Zomedica Pharmaceuticals
Corp.
(Name of Issuer)
Common Shares, without
par value
(Title of Class of Securities)
98979F107
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires
Filing of this Statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required
in 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. 98979F107
1
|
NAME OF REPORTING PERSON:
Jeffrey M.
Rowe
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP:
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY:
|
4
|
CITIZENSHIP OR PLACE
OF ORGANIZATION:
United States
of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE
VOTING POWER: 1,532,980(1)
|
6
|
SHARED
VOTING POWER: 11,120,000
|
7
|
SOLE
DISPOSITIVE POWER: 1,532,980(1)
|
8
|
SHARED
DISPOSITIVE POWER: 11,120,000
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 12,652,980(1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9):
2.2% (See
Item 4 herein)
|
12
|
TYPE OF REPORTING PERSON:
IN
|
(1)
Includes an option to purchase 350,000 common shares at an exercise price of $1.52 per share and an option to purchase
62,500 common shares at an exercise price of $0.19 per share.
1
|
NAME OF REPORTING PERSON:
Rowe Family GST Trust
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP:
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY:
|
4
|
CITIZENSHIP OR PLACE
OF ORGANIZATION:
Michigan
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE
VOTING POWER: 0
|
6
|
SHARED
VOTING POWER: 11,120,000
|
7
|
SOLE
DISPOSITIVE POWER: 0
|
8
|
SHARED
DISPOSITIVE POWER: 11,120,000
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11,120,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9):
2.0% (See
Item 4 herein)
|
12
|
TYPE OF REPORTING PERSON:
OO
|
END OF COVER PAGE
The Reporting
Persons named in Item 2 below are hereby jointly filing this Amendment No. 2 to Schedule 13G (this “Statement”)
because due to certain relationships among the Reporting Persons, such Reporting Persons may be deemed to beneficially own
the same securities named in Item 4 below by one of the Reporting Persons. In accordance with Rule 13d-1(k)(1)(iii)
promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the
Reporting Persons named in Item 2 below have executed a written agreement relating to the joint filing of this Statement (the “Joint
Filing Agreement”), a copy of which is attached hereto as Exhibit 1.
Item
1.
|
(a)
|
Name
of Issuer.
|
Zomedica Pharmaceuticals Corp.
|
(b)
|
Address
of issuer’s principal executive offices.
|
100 Phoenix Drive, Suite 125, Ann Arbor, Michigan
48108
Item
2.
|
(a)
|
Name
of persons filing (collectively, the “Reporting Persons”).
|
(i)
Jeffrey M. Rowe
(ii)
Rowe Family GST Trust (the “GST Trust”)
|
(b)
|
Address
of principal business office or, if none, residence.
|
The address
for both Mr. Rowe and the GST Trust is 3203 N. McKinley Rd, Flushing, Michigan 48433.
|
(c)
|
Citizenship
or place of organization.
|
Mr. Rowe is a citizen of the United
States of America. The GST Trust was organized in the State of Michigan.
|
(d)
|
Title
of class of securities.
|
Common Shares, without par value (the “Common
Shares”)
98979F107
Item 3.
If this statement is filed pursuant
to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a:
|
(a)
|
¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
|
|
(b)
|
¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(c)
|
¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(d)
|
¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
|
|
|
(e)
|
¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
|
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(f)
|
¨
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
|
|
|
|
|
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(g)
|
¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
|
|
|
|
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(h)
|
¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
|
|
|
|
(i)
|
¨
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)
|
¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
|
|
|
|
(k)
|
¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S. institution
in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution.
Item 4. Ownership.
|
|
|
|
|
|
(c)
Number of Shares
as to which the person has:
|
Name
|
|
(a)
Amount
Beneficially
Owned
|
|
(b)
Percent
of Class*
|
|
Sole Power to
Vote or to
Direct the
Vote
|
|
Shared Power
to Vote or to
Direct the Vote
|
|
Sole Power to
Dispose or to
Direct the
Disposition of
|
|
Shared Power
to Dispose or to
Direct the
Disposition of
|
Jeffrey M. Rowe
|
|
12,652,980(1)
|
|
2.2%
|
|
1,532,980(2)
|
|
11,120,000
|
|
1,532,980(2)
|
|
11,120,000
|
Rowe Family GST Trust(3)
|
|
11,120,000
|
|
2.0%
|
|
0
|
|
11,120,000
|
|
0
|
|
11,120,000
|
|
(1)
|
Includes the following: 275,000 shares
held directly, 664,480 Common Shares held by the Jeffrey M. Rowe U/T/A dated November 5, 2004 (the “Living Trust”),
for which Mr. Rowe serves as trustee, and 11,120,000 Common Shares held by the GST Trust. By reason of the provisions of
Rule 13d-3 of the Act, Mr. Rowe may be deemed to beneficially own the shares beneficially owned by the GST Trust and the Living
Trust. Mr. Rowe disclaims beneficial ownership of the securities held in both trusts except to his pecuniary interest therein and
this report shall not be deemed as an admission of beneficial ownership of the reported securities. Also includes 181,000 Common
Shares held in Mr. Rowe’s IRA, an option to purchase 350,000 Common Shares at an exercise price of $1.52 per share, and an
option to purchase 62,500 Common Shares at an exercise price of $0.19 per share.
|
|
(2)
|
Includes 275,000 shares held directly, 664,480 Common Shares held in the Living Trust, 181,000
Common Shares held in Mr. Rowe’s IRA, an option to purchase 350,000 Common Shares at an exercise price of $1.52 per share,
and an option to purchase 62,500 Common Shares at an exercise price of $0.19 per share.
|
|
(3)
|
The reporting person’s sister serves as trustee of the GST Trust, with Mr. Rowe’s oversight.
|
* As of November 11,
2020 (based on 564,051,438 Common Shares outstanding as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2020).
|
Item 5.
|
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 percent of the class
of securities, check the following x.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
|
Not applicable.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not applicable.
|
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
Not applicable.
SIGNATURES
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.
Dated:
February 16, 2021
|
|
|
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Jeffrey
M. Rowe
|
|
|
|
/s/
Jeffrey M. Rowe
|
|
Jeffrey
M. Rowe, individually
|
|
|
|
Rowe
Family GST Trust
|
|
|
|
/s/
Michele Ramo
|
|
Name:
Michele Ramo
|
|
Title:
Trustee
|
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