Initial Statement of Beneficial Ownership (3)
February 23 2021 - 4:39PM
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
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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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Northern Private Capital Fund I Non-Resident Limited Partnership |
2. Date of Event Requiring Statement (MM/DD/YYYY)
9/22/2020
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3. Issuer Name and Ticker or Trading Symbol
Loop Industries, Inc. [LOOP]
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(Last)
(First)
(Middle)
135 YORKVILLE AVENUE,, 9TH FLOOR |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
TORONTO, A6 M5R 0C7
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_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) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value $0.0001 per share | 1021499 | D (1)(2)(3) | |
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) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Option (Right to Buy) | 12/15/2019 | 6/14/2022 | Common Stock, par value $0.0001 | 1031579 | $11.00 | D (1)(2)(3) | |
Explanation of Responses: |
(1) | On May 29, 2019, Loop Industries, Inc. (the "Issuer") entered into a securities purchase agreement by and among the Issuer, Northern Private Capital Fund I Limited Partnership, a Canadian limited partnership ("NPC I LP"), and Daniel Solomita ("Solomita"), in his individual capacity and solely for the purposes of the voting arrangement (the "SPA"). On June 14, 2019, the parties to the SPA entered into an amendment to such SPA, and closed on the registered direct offering (the "Offering"). |
(2) | Pursuant to the Offering, NPC I LP acquired 4,093,567 shares of common stock of the Issuer, $0.0001 par value per share ("Common Stock"), and options to purchase up to an additional 4,093,567 shares of Common Stock at an exercise price of $11.00 per share, which vested on December 15, 2019 and are exercisable until June 14, 2022 (the "Options"). Since the date of the Offering, NPC I LP has held 1,021,499 shares of Common Stock and 1,031,579 Options in trust for NPC I NR LP (as defined below), a sister limited partnership also controlled by NPC I LP's general partner, Northern Private Capital GP I Ltd. On September 22, 2020, NPC I LP transferred registered ownership of the 1,021,499 shares of Common Stock and 1,031,579 Options to Northern Private Capital Fund I Non-Resident Limited Partnership, a Canadian limited partnership ("NPC I NR LP") managed by Northern Private Capital Ltd., the manager of NPC I LP. |
(3) | The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Northern Private Capital Fund I Non-Resident Limited Partnership 135 YORKVILLE AVENUE, 9TH FLOOR TORONTO, A6 M5R 0C7 |
| X |
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Signatures
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/s/ Andrew Lapham | | 2/22/2021 |
**Signature of Reporting Person | Date |
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