This Amendment No. 3 (this “Amendment”) amends and supplements that certain
statement on Schedule 13D, which was filed on August 16, 2021 (the “Original Statement”) with the Securities and Exchange Commission (the “SEC”) jointly by (1) Timothy Johnston, (2) Keperra Holdings Limited, a
corporation organized under the laws of the Province of Ontario, Canada and successor to Keperra Holdings Ltd., a Guernsey corporation (“Keperra Holdings”), which was previously controlled by Mr. Johnston through Artemis Nominees
Limited (“Artemis Nominees”), which previously held legal title to 100 shares of Keperra Holdings as nominee and trustee for Mr. Johnston, and (3) Artemis Nominees, a corporation organized under the laws of Guernsey, which was a
nominee of and trustee for Mr. Johnston (together, the “Previous Reporting Persons”), and relates to the common shares, without par value (the “Common Shares”), of Li-Cycle Holdings
Corp. (the “Issuer”), as amended by (i) that certain statement on Schedule 13D/A, which was filed on May 22, 2023 (the “First Previous Amendment”) with the SEC jointly by Timothy Johnston and Keperra Holdings, and
(ii) that certain statement on Schedule 13D/A, which was filed on July 11, 2024 (the “Second Previous Amendment” and together with the First Previous Amendment, the “Previous Amendments”) with the SEC jointly by Timothy
Johnston and Keperra Holdings (the Original Statement, as amended by the Previous Amendments, the “Amended Statement”).
The
principal executive office of the Issuer is located at 207 Queens Quay West, Suite 590, Toronto, ON M5J 1A7. Information contained in the Amended Statement remains effective except to the extent that it is amended, restated, supplemented or
superseded by information contained in this Amendment.
| ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER |
Items 5(a), 5(b), 5(c) and 5(e) of the Amended Statement are amended and restated to read as follows:
(a) As of July 22, 2024, Mr. Johnston may be deemed to beneficially own an aggregate of 1,098,390 Common Shares of the Issuer,
representing approximately 4.9% of the outstanding Common Shares, consisting of (1) 50,312 Common Shares directly owned by Mr. Johnston, which excludes RSUs that would have vested after May 31, 2024 (the effective date of
Mr. Johnston’s separation from the Issuer as a member of the Board), as pursuant to their terms all unvested RSUs will be forfeited on that date, (2) 1,048,078 Common Shares directly owned by Keperra Holdings. In addition,
Mr. Johnston has vested options to acquire 32,943 Common Shares which remain outstanding. As of July 22, 2024, Keperra Holdings was the record owner of 1,048,078 Common Shares and may be deemed to beneficially own an aggregate of 1,048,078
Common Shares , representing approximately 4.7% of the outstanding Common Shares .
(b) As of July 22, 2024, Mr. Johnston
has:
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sole power to vote or direct the vote of 50,312 Common Shares; |
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shared power to vote or direct the vote of 1,048,078 Common Shares; |
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sole power to dispose or direct the disposition of 50,312 Common Shares, subject to the VPF Transaction; and
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shared power to dispose or direct the disposition of 1,048,078 Common Shares, subject to the VPF Transaction.
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As of July 22, 2024, Keperra Holdings has:
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sole power to vote or direct the vote of 0 Common Shares; |
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shared power to vote or direct the vote of 1,048,078 Common Shares; |
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sole power to dispose or direct the disposition of 0 Common Shares, subject to the VPF Transaction; and
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shared power to dispose or direct the disposition of 1,048,078 Common Shares subject to the VPF Transaction.
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