Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
ý Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
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. 22163N106
|
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities
Only)
|
Levin Easterly Partners LLC
|
83-2400656
|
|
2. Check the Appropriate Box if a Member of a Group
|
(a)
|
(b)
|
|
3. SEC Use Only
|
|
4. Citizenship or Place of Organization
|
Delaware
|
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. Sole Voting Power
|
0
|
|
6. Shared Voting Power
|
9,922,377
|
|
7. Sole Dispositive Power
|
0
|
|
8. Shared Dispositive Power
|
10,847,454
|
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person
|
10,847,454
|
|
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
|
11. Percent of Class Represented by Amount in Row (9)
|
8.1%
|
|
12. Type of Reporting Person
|
IA
|
CUSIP No. 22163N106
|
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities
Only)
|
LE Partners Holdings LLC
|
83-2587475
|
|
2. Check the Appropriate Box if a Member of a Group
|
(a)
|
(b)
|
|
3. SEC Use Only
|
|
4. Citizenship or Place of Organization
|
Delaware
|
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. Sole Voting Power
|
0
|
|
6. Shared Voting Power
|
9,922,377
|
|
7. Sole Dispositive Power
|
0
|
|
8. Shared Dispositive Power
|
10,847,454
|
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person
|
10,847,454
|
|
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
|
11. Percent of Class Represented by Amount in Row (9)
|
8.1%
|
|
12. Type of Reporting Person
|
OO
|
CUSIP No. 22163N106
|
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities
Only)
|
LE Partners Holdings II LLC
|
83-4229605
|
|
2. Check the Appropriate Box if a Member of a Group
|
(a)
|
(b)
|
|
3. SEC Use Only
|
|
4. Citizenship or Place of Organization
|
Delaware
|
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. Sole Voting Power
|
0
|
|
6. Shared Voting Power
|
9,922,377
|
|
7. Sole Dispositive Power
|
0
|
|
8. Shared Dispositive Power
|
10,847,454
|
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person
|
10,847,454
|
|
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
|
11. Percent of Class Represented by Amount in Row (9)
|
8.1%
|
|
12. Type of Reporting Person
|
OO
|
CUSIP No. 22163N106
|
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities
Only)
|
LE Partners Holdings III LLC
|
83-4195384
|
|
2. Check the Appropriate Box if a Member of a Group
|
(a)
|
(b)
|
|
3. SEC Use Only
|
|
4. Citizenship or Place of Organization
|
Delaware
|
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. Sole Voting Power
|
0
|
|
6. Shared Voting Power
|
9,922,377
|
|
7. Sole Dispositive Power
|
0
|
|
8. Shared Dispositive Power
|
10,847,454
|
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person
|
10,847,454
|
|
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
|
11. Percent of Class Represented by Amount in Row (9)
|
8.1%
|
|
12. Type of Reporting Person
|
OO
|
CUSIP No. 22163N106
|
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities
Only)
|
LE Partners Holdings IV LLC
|
83-4246600
|
|
2. Check the Appropriate Box if a Member of a Group
|
(a)
|
(b)
|
|
3. SEC Use Only
|
|
4. Citizenship or Place of Organization
|
Delaware
|
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. Sole Voting Power
|
0
|
|
6. Shared Voting Power
|
9,922,377
|
|
7. Sole Dispositive Power
|
0
|
|
8. Shared Dispositive Power
|
10,847,454
|
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person
|
10,847,454
|
|
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
|
11. Percent of Class Represented by Amount in Row (9)
|
8.1%
|
|
12. Type of Reporting Person
|
OO
|
CUSIP No. 22163N106
|
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities
Only)
|
Darrell Crate
|
|
|
2. Check the Appropriate Box if a Member of a Group
|
(a)
|
(b)
|
|
3. SEC Use Only
|
|
4. Citizenship or Place of Organization
|
Delaware
|
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. Sole Voting Power
|
0
|
|
6. Shared Voting Power
|
9,922,377
|
|
7. Sole Dispositive Power
|
0
|
|
8. Shared Dispositive Power
|
10,847,454
|
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person
|
10,847,454
|
|
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
|
11. Percent of Class Represented by Amount in Row (9)
|
8.1%
|
|
12. Type of Reporting Person
|
IN
|
CUSIP No. 22163N106
|
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities
Only)
|
Avshalom Kalichstein
|
|
|
2. Check the Appropriate Box if a Member of a Group
|
(a)
|
(b)
|
|
3. SEC Use Only
|
|
4. Citizenship or Place of Organization
|
Delaware
|
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. Sole Voting Power
|
0
|
|
6. Shared Voting Power
|
9,922,377
|
|
7. Sole Dispositive Power
|
0
|
|
8. Shared Dispositive Power
|
10,847,454
|
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person
|
10,847,454
|
|
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
|
11. Percent of Class Represented by Amount in Row (9)
|
8.1%
|
|
12. Type of Reporting Person
|
IN
|
CUSIP No. 22163N106
|
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities
Only)
|
John Murphy
|
|
2. Check the Appropriate Box if a Member of a Group
|
(a)
|
(b)
|
|
3. SEC Use Only
|
|
4. Citizenship or Place of Organization
|
Delaware
|
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5. Sole Voting Power
|
0
|
|
6. Shared Voting Power
|
9,922,377
|
|
7. Sole Dispositive Power
|
0
|
|
8. Shared Dispositive Power
|
10,847,454
|
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person
|
10,847,454
|
|
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
|
11. Percent of Class Represented by Amount in Row (9)
|
8.1%
|
|
12. Type of Reporting Person
|
IN
|
Cott Corporation (the “Issuer”).
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
1200 Britannia Road East, Mississauga,
Ontario L4W 4T5
4221 West Boy Scout Boulevard,
Suite 400, Tampa, Florida 33607.
Item 2.
|
(a)
|
Name of Person Filing:
|
This schedule is being jointly filed by Levin
Easterly Partners LLC (“Levin Easterly”), LE Partners Holdings LLC (“LEPH”), LE Partners Holdings II LLC
(“LEPH II”), LE Partners Holdings III LLC (“LEPH III”), LE Partners Holdings IV LLC (“LEPH IV”),
John “Jack” Murphy, the Chief Investment Officer of Levin Easterly (“Mr. Murphy”), Darrell Crate, the Chairman
and a controlling person of Levin Easterly (“Mr. Crate”), and Avshalom Kalichstein, a controlling person of Levin Easterly
(“Mr. Kalichstein”) (all of the foregoing reporting persons and entities are sometimes collectively referred to hereinafter
as “Filer”).
|
(b)
|
Address of Principal Business Office:
|
The address of the principal executive office
of each of Levin Easterly, LEPH, and Mr. Murphy is 595 Madison Avenue, 17th Floor, New York, New York 10022. The address
of the principal executive office of each of LEPH II, LEPH III, LEPH IV, and Messrs. Crate and Kalichstein is 138 Conant Street,
Beverly, Massachusetts 01915.
The citizenship or place of organization
of each reporting person and entity is as follows: Levin Easterly, LEPH, LEPH II, LEPH III, LEPH IV are limited liability companies
organized under the laws of the State of Delaware. Messrs. Murphy, Crate and Kalichstein are citizens of the United States of America.
|
(d)
|
Title of Class of Securities:
|
Common Stock, no par value.
22163N106
|
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)
|
ý
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
¨
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
¨
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
¨
|
A savings associations 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)
|
¨
|
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
Levin Easterly
|
(a)
|
Amount beneficially owned: 10,847,454
|
|
(b)
|
Percentage of Class: 8.1%
|
|
(c)
|
Number of shares as to which the person has:
|
(i) Sole power to vote
or direct vote: 0
(ii) Shared power to
vote or direct vote: 9,922,377
(iii) Sole power to
dispose or direct the disposition of: 0
(iv) Shared power to
dispose or direct the disposition of: 10,847,454
LEPH
|
(a)
|
Amount beneficially owned: 10,847,454
|
|
(b)
|
Percentage of Class: 8.1%
|
|
(c)
|
Number of shares as to which the person has:
|
(i) Sole power to vote
or direct vote: 0
(ii) Shared power to
vote or direct vote: 9,922,377
(iii) Sole power to
dispose or direct the disposition of: 0
(iv) Shared power to
dispose or direct the disposition of: 10,847,454
LEPH II
|
(a)
|
Amount beneficially owned: 10,847,454
|
|
(b)
|
Percentage of Class: 8.1%
|
|
(c)
|
Number of shares as to which the person has:
|
(i) Sole power to vote
or direct vote: 0
(ii) Shared power to
vote or direct vote: 9,922,377
(iii) Sole power to
dispose or direct the disposition of: 0
(iv) Shared power to
dispose or direct the disposition of: 10,847,454
LEPH III
|
(a)
|
Amount beneficially owned: 10,847,454
|
|
(b)
|
Percentage of Class: 8.1%
|
|
(c)
|
Number of shares as to which the person has:
|
(i) Sole power to vote
or direct vote: 0
(ii) Shared power to
vote or direct vote: 9,922,377
(iii) Sole power to
dispose or direct the disposition of: 0
(iv) Shared power to
dispose or direct the disposition of: 10,847,454
LEPH IV
|
(a)
|
Amount beneficially owned: 10,847,454
|
|
(b)
|
Percentage of Class: 8.1%
|
|
(c)
|
Number of shares as to which the person has:
|
(i) Sole power to vote
or direct vote: 0
(ii) Shared power to
vote or direct vote: 9,922,377
(iii) Sole power to
dispose or direct the disposition of: 0
(iv) Shared power to
dispose or direct the disposition of: 10,847,454
Darrell Crate
|
(a)
|
Amount beneficially owned: 10,847,454
|
|
(b)
|
Percentage of Class: 8.1%
|
|
(c)
|
Number of shares as to which the person has:
|
(i) Sole power to vote
or direct vote: 0
(ii) Shared power to
vote or direct vote: 9,922,377
(iii) Sole power to
dispose or direct the disposition of: 0
(iv) Shared power to
dispose or direct the disposition of: 10,847,454
Avshalom Kalichstein
|
(a)
|
Amount beneficially owned: 10,847,454
|
|
(b)
|
Percentage of Class: 8.1%
|
|
(c)
|
Number of shares as to which the person has:
|
(i) Sole power to vote
or direct vote: 0
(ii) Shared power to
vote or direct vote: 9,922,377
(iii) Sole power to
dispose or direct the disposition of: 0
(iv) Shared power to
dispose or direct the disposition of: 10,847,454
John “Jack” Murphy
|
(a)
|
Amount beneficially owned: 10,847,454
|
|
(b)
|
Percentage of Class: 8.1%
|
|
(c)
|
Number of shares as to which the person has:
|
(i) Sole power to vote
or direct vote: 0
(ii) Shared power to
vote or direct vote: 9,922,377
(iii) Sole power to
dispose or direct the disposition of: 0
(iv) Shared
power to dispose or direct the disposition of: 10,847,454
Each of Messrs. Murphy, Crate and Kalichstein disclaims beneficial ownership
of the securities reported herein.
|
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 five percent
of the class of securities, check the following ¨.
|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person.
|
Various separately managed accounts and investment companies
for whom Levin Easterly acts as investment manager have the right to receive dividends from, and the proceeds from the sale of,
10,847,454 shares.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
Not Applicable.
|
ITEM 8.
|
Identification and Classification of Members of the Group.
|
Not applicable.
|
ITEM 9.
|
Notice of Dissolution of Group.
|
Not applicable.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such purposes or effect.
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 12, 2020
|
LEVIN EASTERLY PARTNERS LLC
|
|
|
|
|
|
By:
|
/s/ Darrell Crate
|
|
Name: Darrell Crate
|
|
Title: Chairman
|
|
|
|
LE PARTNERS HOLDINGS LLC
|
|
|
|
|
|
By:
|
/s/ Darrell Crate
|
|
Name: Darrell Crate
|
|
Title: Managing Director
|
|
|
|
LE PARTNERS HOLDINGS II LLC
|
|
|
|
|
|
By:
|
/s/ Darrell Crate
|
|
Name: Darrell Crate
|
|
Title: Managing Director
|
|
|
|
LE PARTNERS HOLDINGS III LLC
|
|
|
|
|
|
By:
|
/s/ Darrell Crate
|
|
Name: Darrell Crate
|
|
Title: Managing Director
|
|
|
|
LE PARTNERS HOLDINGS IV LLC
|
|
|
|
|
|
By:
|
/s/ Darrell Crate
|
|
Name: Darrell Crate
|
|
Title: Managing Director
|
|
|
|
|
|
By:
|
/s/ Darrell Crate
|
|
Name: Darrell Crate
|
|
|
|
|
|
By:
|
/s/ Avshalom Kalichstein
|
|
Name: Avshalom Kalichstein
|
|
|
|
|
|
By:
|
/s/ John Murphy
|
|
Name: John Murphy
|
|
|