Amended Statement of Beneficial Ownership (sc 13d/a)
February 01 2022 - 09:53AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
Under the
Securities Exchange Act of 1934
(Amendment No.
1)
ORGANIGRAM HOLDINGS INC.
(Name of
Issuer)
Common stock,
no par value
(Title of Class
of Securities)
68620P101
(CUSIP
Number)
John R.
Whitener
BT DE
Investments Inc.
103 Foulk Road,
Suite 111
Wilmington, DE
19803
(302)
656-1950
Copy to:
Alyssa K.
Caples
Cravath, Swaine
& Moore LLP
CityPoint
One Ropemaker
Street
London EC2Y
9HR, United Kingdom
+44 (0) 20 7453
1000
(Name, Address
and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 12,
2022
(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
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
Note: Schedules filed
in paper format shall include a signed original and five copies of
the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
* 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).
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1
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NAMES OF REPORTING
PERSONS
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I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
BT DE Investments Inc.
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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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AF (See Item 3 of the Original Schedule 13D, as defined
below)
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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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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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0
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8
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SHARED VOTING
POWER
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58,336,392 (See Item
5)
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9
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SOLE DISPOSITIVE
POWER
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0
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10
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SHARED DISPOSITIVE
POWER
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58,336,392 (See Item 5)
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11
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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58,336,392 (See Item 5)
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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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14
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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CO
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1
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NAMES OF REPORTING
PERSONS
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I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (ENTITIES ONLY)
British American Tobacco
p.l.c.
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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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AF (See Item 3 of the Original
Schedule 13D, as defined below)
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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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England and Wales
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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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0
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8
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SHARED VOTING
POWER
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58,336,392 (See Item 5)
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9
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SOLE DISPOSITIVE
POWER
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0
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10
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SHARED DISPOSITIVE
POWER
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58,336,392 (See Item 5)
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11
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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58,336,392 (See Item 5)
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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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18.8% (See Item 5)
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14
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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CO
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This statement constitutes Amendment No. 1 (“Amendment No. 1”) to
the Schedule 13D (the “Original Schedule 13D”) filed with the
Securities and Exchange Commission (“SEC”) on March 10, 2021
relating to shares of the common stock (the “Shares”) of Organigram
Holdings Inc. (the “Issuer”). This Amendment No. 1 amends the
Original Schedule 13D on behalf of the undersigned to reflect a
change in the percentage of the outstanding shares of common stock,
no par value, of the Issuer represented by the Shares and to
furnish the other information set forth herein. Except as set forth
below, all Items of the Original Schedule 13D remain unchanged.
Capitalized terms used but not defined in this Amendment No. 1 have
the meaning assigned to them in the Original Schedule 13D.
ITEM 2. IDENTITY
AND BACKGROUND
Paragraph (c) of Item 2 of the
Original Schedule 13D is hereby amended by replacing Schedule B to
the Original Schedule 13D (which was incorporated by reference
therein) with Schedule B-1 hereto and which is incorporated by
reference herein.
ITEM 4. PURPOSE OF
TRANSACTION
Item 4 of the Original Schedule 13D
is hereby amended to add the following at the end thereof:
Mr. Jeyan Heper resigned from the
Board effective October 31, 2021.
ITEM 5. INTEREST IN
SECURITIES OF THE ISSUER
Paragraph (a) of Item 5 of the
Original Schedule 13D is hereby amended to add the following at the
end thereof:
As a result of an increase in the
outstanding shares of common stock, no par value, of the Issuer,
the Shares comprise approximately 18.8% of the outstanding shares
of common stock, no par value, of the Issuer (based on the shares
of common stock, no par value, of the Issuer outstanding as of
December 31, 2021).
SIGNATURE
After reasonable inquiry and to the
best of our knowledge and belief, we certify that the information
set forth in this statement is true, complete and correct.
Date: February 1, 2022
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BT DE Investments Inc.
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By:
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/s/ John R. Whitener |
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Name: |
John R. Whitener
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Title: |
Treasurer
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British American Tobacco p.l.c.
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By:
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/s/ Tadeu Marroco |
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Name: |
Tadeu Marroco
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Title: |
Finance and Transformation
Director
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SCHEDULE
B-1
BAT
DIRECTORS AND OFFICERS
The name, country of citizenship and current principal
occupation or employment of each of the BAT Directors and Officers
are set forth below. Unless otherwise indicated in the tables below
(i) each occupation set forth opposite an individual’s name refers
to a position with a BAT Entity and (ii) the business address of
such individual is Globe House, 4 Temple Place, London WC2R 2PG,
United Kingdom.
British American Tobacco
p.l.c.
Name (and business address where
not Globe House, 4 Temple Place, London WC2R 2PG, United
Kingdom)
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Current
Principal Occupation or Employment (and business address and
principal business of any corporation or other organization other
than a BAT Entity)
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Luc Jobin (Chairman)
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Canada
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Chairman of the Board of BAT and
Non-Executive Director of Gildan Activewear Inc.
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Dimitri Panayotopoulos (Senior
Independent Director)
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Greece and United Kingdom
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Senior Independent Director of BAT,
Senior Advisor at the Boston Consulting Group, Advisory Board
member of JBS USA and a Board member of IRI and North Atlantic
Acquisition Corporation
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Jack Bowles (Chief Executive)
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France
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Chief Executive of BAT
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Tadeu Marroco (Finance and
Transformation Director)
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Brazil
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Finance and Transformation Director of
BAT
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Susan Farr (Non-Executive
Director)
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United Kingdom
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Non-Executive Director of BAT, Accsys
Technologies plc, Helical plc and Unlimited Group Ltd
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Karen Guerra (Non-Executive
Director)
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United Kingdom
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Non-Executive Director of BAT and
Amcor p.l.c
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Dr. Marion Helmes (Non-Executive
Director)
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Germany
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Chairwoman of the Supervisory Board of
ProSiebenSat.1 Media SE, Supervisory Board member of Siemens
Healthineers AG and Heineken N.V. and Non-Executive Director of
BAT
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Holly Keller Koeppel (Non-Executive
Director)
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U.S.A.
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Non-Executive Director of BAT and
Flutter Entertainment plc and a Director of The AES Corporation and
Arch Coal Inc.
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Savio Kwan (Non-Executive Director)
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United Kingdom
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Co-Founder and CEO of A&K Consulting Co Ltd, Non-Executive
Director of BAT, The Alibaba Hong Kong Entrepreneur Fund,
Crossborder Innovative Ventures International Limited, GOGOX and
Southern England Wines Ltd, Advisory Board and Non-Executive
Director of Homaer Financial, Visiting Professor of Henley Business
School, and Member of Governing Body of London Business
School
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Darrell Thomas (Non-Executive Director)
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U.S.A.
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Vice President and Treasurer of Harley-Davidson, Inc.,
Non-Executive Director of BAT, Independent Director of Dorman
Products Inc., and Board member of Sojourner Family Peace Center
Inc.
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British American Tobacco (1998)
Limited
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Name (and business address where
not Globe House, 4 Temple Place, London WC2R 2PG, United
Kingdom)
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Country of
Citizenship
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Current
Principal Occupation or Employment (and business address and
principal business of any corporation or other organization other
than a BAT Entity)
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Jerome Abelman
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U.S.A.
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Director, Legal and External Affairs
and General Counsel
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Hae In Kim
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South Korea
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Director, Talent, Culture and
Inclusion
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Tadeu Marroco
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Brazil
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Finance and Transformation
Director
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Kingsley Wheaton
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United Kingdom
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Chief Marketing Officer
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British American Tobacco (2012)
Limited
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Name (and business address where
not Globe House, 4 Temple Place, London WC2R 2PG, United
Kingdom)
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Country of
Citizenship
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Current
Principal Occupation or Employment (and business address and
principal business of any corporation or other organization other
than a BAT Entity)
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David Booth
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United Kingdom
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Group Chief Accountant
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Anthony Cohn
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United Kingdom
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Head of Corporate Tax - UK
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Ruth Wilson
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United Kingdom
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Head of Group Corporate
Governance
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Ridirectors Limited (Globe House, 1
Water Street,
London, England, WC2R 3LA)
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Incorporated in the United
Kingdom
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Corporate director (non-trading
company)
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British American Tobacco (2009)
Limited
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Name (and business address where
not Globe House, 4 Temple Place, London WC2R 2PG, United
Kingdom)
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Country of
Citizenship
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Current
Principal Occupation or Employment (and business address and
principal business of any corporation or other organization other
than a BAT Entity)
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David Booth
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United Kingdom
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Group Chief Accountant
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Anthony Cohn
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United Kingdom
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Head of Corporate Tax - UK
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Ruth Wilson
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United Kingdom
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Head of Group Corporate Governance
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United Kingdom
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Head of Corporate Treasury
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Ridirectors Limited (Globe House, 1 Water Street,
London, England, WC2R 3LA)
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Incorporated in the United Kingdom
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Corporate director (non-trading company)
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Weston (2009) Limited
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Name (and business address where
not Globe House, 4 Temple Place, London WC2R 2PG, United
Kingdom)
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Country of
Citizenship
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Current
Principal Occupation or Employment (and business address and
principal business of any corporation or other organization other
than a BAT Entity)
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Jerome Abelman
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U.S.A
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Director, Legal and External Affairs
and General Counsel
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Tadeu Marroco
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Brazil
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Finance and Transformation
Director
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B.A.T. Industries p.l.c.
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Name (and business address where
not Globe House, 4 Temple Place, London WC2R 2PG, United
Kingdom)
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Country of
Citizenship
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Current
Principal Occupation or Employment (and business address and
principal business of any corporation or other organization other
than a BAT Entity)
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Andrew James Barrett
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United Kingdom
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Group Financial Controller and Head of M&A
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Steven Dale
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United Kingdom
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Group Head of Corporate Tax
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Paul McCrory
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United Kingdom
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Assistant General Counsel – Corporate Legal & Group
Company Secretary
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Neil Arthur Wadey
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United Kingdom
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Group Treasurer
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British-American Tobacco (Holdings)
Limited
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Name (and business address where
not Globe House, 4 Temple Place, London WC2R 2PG, United
Kingdom)
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Country of
Citizenship
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Current
Principal Occupation or Employment (and business address and
principal business of any corporation or other organization other
than a BAT Entity)
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Jerome Abelman
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U.SA
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Director, Legal and External Affairs
and General Counsel
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Marina Bellini
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Italy, Brazil
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Director, Digital and
Information
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Jack Bowles
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France
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Chief Executive
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Luciano Comin
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Italy, Argentina
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Regional Director, Americas and
Sub-Saharan Africa
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Mihovil James Dijanosic
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Australia
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Regional Director, Asia-Pacific and
Middle East
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Zafar Khan
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Pakistan
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Director, Operations
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Hae In Kim
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South Korea
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Director, Talent, Culture and
Inclusion
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Paul Lageweg
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Netherlands
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Director, New Categories
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Tadeu Marroco
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Brazil
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Finance and Transformation
Director
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Guy Meldrum
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New Zealand
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President and CEO, Reynolds American
Inc.
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David O’Reilly
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United Kingdom
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Director, Scientific Research
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Johan Vandermeulen
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Belgium
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Regional Director, Europe and North
Africa
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Kingsley Wheaton
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United Kingdom
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Chief Marketing Officer
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Louisville Securities Limited
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Name (and business address where
not Globe House, 4 Temple Place, London WC2R 2PG, United
Kingdom)
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Country of
Citizenship
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Current
Principal Occupation or Employment (and business address and
principal business of any corporation or other organization other
than a BAT Entity)
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Andrew James Barrett
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United Kingdom
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Group Financial Controller and Head of
M&A
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Steve Dale
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United Kingdom
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Group Head of Corporate Tax
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Neil Arthur Wadey
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United Kingdom
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Group Treasurer
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Ruth Wilson
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United Kingdom
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Head of Group Corporate
Governance
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Anthony
Cohn
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United
Kingdom |
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Head of Corporate Tax – UK
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Ridirectors Limited (Globe House, 1
Water Street,
London, England, WC2R 3LA)
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Incorporated in the United
Kingdom
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Corporate director (non-trading
company)
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BATUS Holdings Inc.
Name (and business address where
not Globe House, 4 Temple Place, London WC2R 2PG, United
Kingdom)
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Current
Principal Occupation or Employment (and business address and
principal business of any corporation or other organization other
than a BAT Entity)
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Alden H. Smith (Vice President and Director)
401 North Main Street,
Winston-Salem, NC 27101
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U.S.A.
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Managing Counsel – Corporate of RAI Services Company, whose
principal business address is 401 North Main Street, Winston-Salem,
NC 27101
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Lisa M. Oakes (Secretary and Director)
4250 Lancaster Pike, Suite 302,
Wilmington, DE 19805
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U.S.A.
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Vice President of Corporation Service Company, whose business
address is 4250 Lancaster Pike, Suite 302, Wilmington, DE 19805,
and whose principal business is the provision of corporate and
administrative services.
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Timothy J. Hazlett (President and Director) 627 Eagle Watch
Lane,
Osprey, FL 34229
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U.S.A.
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Managing Member of T. J. Hazlett, LLC, whose business address
is 627 Eagle Watch Lane, Osprey, FL 34229, and whose principal
business is the provision of consulting services.
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John R. Whitener (Director)
401 North Main Street,
Winston-Salem, NC 27101
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U.S.A.
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Senior Vice President of RAI Services Company, whose principal
business address is 401 North Main Street, Winston-Salem, NC
27101
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Nancy G. Sturgeon (Vice President Tax)
401 North Main Street,
Winston-Salem, NC 27101
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U.S.A.
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Senior Vice President – Tax and Assistant General Counsel of
RAI Services Company, whose principal business address is 401 North
Main Street, Winston-Salem, NC 27101
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Caroline M. Price (Treasurer)
301 North Market Street, Suite 1402 Wilmington, Delaware
19801
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U.S.A.
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President and Senior Manager Investments of Reynolds Finance
Company, whose principal business address is 301 North Market
Street, Suite 1402, Wilmington, Delaware 19801
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Patrick Z. Messick (Assistant Secretary)
401 North Main Street,
Winston-Salem, NC 27101
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U.S.A.
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Senior Director Income Tax of RAI Services Company, whose
principal business address is 401 North Main Street, Winston-Salem,
NC 27101
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James J. Murphy (Vice President)
401 North Main Street,
Winston-Salem, NC 27101
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United Kingdom and Republic of
Ireland
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Executive Vice President R&D and Scientific and Regulatory
Affairs of RAI Services Company, whose principal business address
is 401 North Main Street, Winston-Salem, NC 27101
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Valerie B. Solomon (Vice President)
401 North Main Street,
Winston-Salem, NC 27101
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U.S.A.
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Vice President and Assistant General Counsel – Regulatory of
RAI Services Company, whose principal business address is 401 North
Main Street, Winston-Salem, NC 27101
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BT DE Investments Inc.
Name (and business address where
not Globe House, 4 Temple Place, London WC2R 2PG, United
Kingdom)
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Current
Principal Occupation or Employment (and business address and
principal business of any corporation or other organization other
than a BAT Entity)
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James J. Murphy (President and
Director)
401 North Main Street,
Winston-Salem, NC 27101
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United Kingdom and Republic of
Ireland
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Executive Vice President R&D and Scientific and Regulatory
Affairs of RAI Services Company, whose principal business address
is 401 North Main Street, Winston-Salem, NC 27101
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John R. Whitener (Treasurer and Director) 401 North Main
Street,
Winston-Salem, NC 27101
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U.S.A.
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Senior Vice President of RAI Services Company, whose principal
business address is 401 North Main Street, Winston-Salem, NC
27101
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Matthew R. Triplett (Secretary)
401 North Main Street,
Winston-Salem, NC 27101
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U.S.A.
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Managing Counsel – Commercial/Corporate of RAI Services
Company, whose principal business address is 401 North Main Street,
Winston-Salem, NC 27101
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Patrick Z. Messick (Assistant Secretary)
401 North Main Street,
Winston-Salem, NC 27101
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U.S.A.
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Senior Director Income Tax of RAI Services Company, whose
principal business address is 401 North Main Street, Winston-Salem,
NC 27101
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Valerie B. Solomon (Director)
401 North Main Street,
Winston-Salem, NC 27101
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U.S.A.
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Vice President and Assistant General Counsel – Regulatory of
RAI Services Company, whose principal business address is 401 North
Main Street, Winston-Salem, NC 27101
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