Amended Statement of Ownership (sc 13g/a)
October 29 2018 - 5:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DAVIDsTEA
Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
238661102
(CUSIP Number)
December 31, 2018
Date of Event Which Requires Filing of the Statement
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
*
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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.
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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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1.
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Name of
Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Highland Consumer GP GP LLC
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2.
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Check the Appropriate Box if a Member
of a Group
(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
Delaware
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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
0
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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
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares
☐
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11.
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Percent of Class Represented by Amount
in Row (9)
0%
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12.
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Type of Reporting Person
OO
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1.
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Name of
Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Highland Consumer GP Limited Partnership
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2.
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Check the Appropriate Box if a Member
of a Group
(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
Delaware
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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
0
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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
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares
☐
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11.
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Percent of Class Represented by Amount
in Row (9)
0%
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12.
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Type of Reporting Person
PN
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1.
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Name of
Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Highland Consumer Fund I LP
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2.
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Check the Appropriate Box if a Member
of a Group
(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
Delaware
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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
0
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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
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares
☐
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11.
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Percent of Class Represented by Amount
in Row (9)
0%
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12.
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Type of Reporting Person
PN
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1.
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Name of
Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Highland Consumer Fund I-B LP
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2.
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Check the Appropriate Box if a Member
of a Group
(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
Delaware
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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
0
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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
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares
☐
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11.
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Percent of Class Represented by Amount
in Row (9)
0%
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12.
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Type of Reporting Person
PN
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1.
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Name of
Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Highland Consumer Entrepreneurs Fund I LP
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2.
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Check the Appropriate Box if a Member
of a Group
(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
Delaware
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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
0
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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
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares
☐
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11.
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Percent of Class Represented by Amount
in Row (9)
0%
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12.
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Type of Reporting Person
PN
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Item 1(a)
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Name of Issuer
DAVIDsTEA Inc.
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Item 1(b)
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Address of Issuers Principal Executive Offices
5430 Ferrier, Mount-Royal A8 H4P 1M2, Quebec, Canada
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Item 2(a)
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Name of Person Filing
This statement is being filed by the following persons:
(a) Highland Consumer Fund I Limited Partnership (Highland
Consumer I);
(b) Highland Consumer Fund
1-B
Limited Partnership (Highland Consumer IB);
(c) Highland Consumer Entrepreneurs Fund I, Limited Partnership (Highland Consumer Entrepreneurs, and together with
Highland Consumer I and Highland Consumer IB, the Highland Consumer Entities);
(d) Highland Consumer GP Limited Partnership (HC LP), the general partner of each of the Highland Consumer Entities;
(e) Highland Consumer GP GP LLC (HC LLC), the general
partner of HC LP.
HC LLC, HC LP, Highland Consumer I, Highland Consumer IB and
Highland Consumer Entrepreneurs are sometimes individually referred to herein as a Reporting Person and collectively as the Reporting Persons.
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Item 2(b)
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Address of Principal Business Office
The address of each of the Reporting Persons is:
c/o Porchlight Equity Management, LLC
20 William Street, Suite 115
Wellesley, Massachusetts 02481
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Item 2(c)
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Citizenship
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Highland Consumer I
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Delaware
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Highland Consumer IB
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Delaware
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Highland Consumer Entrepreneurs
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Delaware
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HC LP
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Delaware
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HC LLC
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Delaware
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Item 2(d)
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Title of Class of Securities
Common Stock, no par value
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Item 2(e)
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CUSIP Number
238661102
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Item 3
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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:
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Not
applicable.
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Item 4
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Ownership
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer
identified in Item 1.
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The information required by Items 4(a)-(c) is set forth in
Rows 5-11 of
each Cover Page and is incorporated
herein by reference.
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Item 5
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Ownership of Five Percent or Less of a
Class
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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].
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Item 6
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Ownership of More than Five Percent on
Behalf of Another Person
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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
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Not applicable.
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Item 8
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Identification and Classification of
Members of the Group
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Not applicable.
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Item 9
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Notice of Dissolution of Group
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Not applicable.
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Item 10
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Certification
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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, other than activities solely in
connection with a nomination under §
240.14a-11.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
DATED: October 29, 2018.
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Highland Consumer Fund I Limited Partnership
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By:
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Highland Consumer GP Limited Partnership, its
General Partner
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By:
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Highland Consumer GP GP LLC, its General Partner
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By:
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/s/ Peter Cornetta
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Managing General Partner
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Highland Consumer Fund
1-B
Limited Partnership
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By:
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Highland Consumer GP Limited Partnership, its
General Partner
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By:
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Highland Consumer GP GP LLC, its General Partner
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By:
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/s/ Peter Cornetta
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Managing General Partner
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Highland Consumer Entrepreneurs Fund I, Limited
Partnership
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By:
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Highland Consumer GP Limited Partnership, its
General Partner
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By:
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Highland Consumer GP GP LLC, its General Partner
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By:
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/s/ Peter Cornetta
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Managing General Partner
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Highland Consumer GP Limited Partnership
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By:
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Highland Consumer GP GP LLC, its General Partner
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By:
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/s/ Peter Cornetta
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Managing General Partner
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Highland Consumer GP GP LLC
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By:
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/s/ Peter Cornetta
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Managing General Partner
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EXHIBIT I
JOINT FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned
without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained
therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that it knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
EXECUTED as of this 29
th
day of October 2018.
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Highland Consumer Fund I Limited Partnership
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By:
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Highland Consumer GP Limited Partnership, its
General Partner
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By:
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Highland Consumer GP GP LLC, its General Partner
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By:
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/s/ Peter Cornetta
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Managing General Partner
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Highland Consumer Fund
1-B
Limited Partnership
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By:
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Highland Consumer GP Limited Partnership, its
General Partner
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By:
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Highland Consumer GP GP LLC, its General Partner
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By:
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/s/ Peter Cornetta
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Managing General Partner
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Highland Consumer Entrepreneurs Fund I, Limited
Partnership
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By:
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Highland Consumer GP Limited Partnership, its
General Partner
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By:
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Highland Consumer GP GP LLC, its General Partner
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By:
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/s/ Peter Cornetta
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Managing General Partner
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Highland Consumer GP Limited Partnership
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By:
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Highland Consumer GP GP LLC, its General Partner
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By:
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/s/ Peter Cornetta
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Managing General Partner
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Highland Consumer GP GP LLC
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By:
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/s/ Peter Cornetta
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Managing General Partner
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