SCHEDULE
13G
Amendment No. 1
SUNCOR ENERGY
INC
COMMON
STOCK
Cusip #867224107
Check the appropriate box to designate the rule pursuant to which
this
Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Cusip
#867224107
Item 1: Reporting Person - FIL
Limited
Item 2: (a) [ ]
(b) [ ]
Item 4: Bermuda
Item 5: 32,438,100
Item 6: 0
Item 7: 34,019,401
Item 8: 0
Item 9: 34,019,401
Item 11: 2.337%
Item 12: FI
Cusip #867224107
Item 1: Reporting Person - Pandanus Partners, L.P.
Item 2: (a) [ ]
(b) [ ]
Item 4: Delaware
Item 5: 0
Item 6: 0
Item 7: 34,019,401
Item 8: 0
Item 9: 34,019,401
Item 11: 2.337%
Item 12: PN
Cusip #867224107
Item 1: Reporting Person - Pandanus Associates, Inc.
Item 2: (a) [ ]
(b) [ ]
Item 4: Delaware
Item 5: 0
Item 6: 0
Item 7: 34,019,401
Item 8: 0
Item 9: 34,019,401
Item 11: 2.337%
Item 12: CO
Item 1(a). Name of
Issuer:
SUNCOR ENERGY INC
Item 1(b). Address of Issuer's
Principal Executive Offices:
150 - 6TH AVENUE S.W., P.O. BOX
2844
CALGARY, A0 T2P 3E3
Canada
Item 2(a). Name of Person
Filing:
FIL Limited
Item 2(b). Address or Principal
Business Office or, if None, Residence:
Pembroke Hall, 42 Crow Lane,
Hamilton, Bermuda, HM19
Item 2(c).
Citizenship:
Not applicable
Item 2(d). Title of Class of
Securities:
COMMON STOCK
Item 2(e). CUSIP
Number:
867224107
Item 3. This statement is filed
pursuant to Rule 13d-1(b) or 13d-2(b) or (c)
and the person filing, FIL Limited, is a non-U.S. institution in
accordance with Section 240.13d-1(b)(1)(ii)(J). (Note: See Exhibit
A).
If filing as a non-U.S. institution in accordance with Section
240.13d-1(b)(1)(ii)(J), please specify type of institution: Parent
holding or control person.
Item 4. Ownership
(a) Amount Beneficially Owned: 34,019,401
(b) Percent of Class: 2.337%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 32,438,100
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
34,019,401
(iv) shared power to dispose or to direct the disposition of:
0
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 (X).
Item 6. Ownership of More than
Five Percent on Behalf of Another Person.
One or more other persons are known to have the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the COMMON STOCK of SUNCOR ENERGY INC.
No one other person's interest in the COMMON STOCK of SUNCOR ENERGY
INC is more than five percent of the total outstanding COMMON
STOCK.
Item 7. Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
See attached Exhibit A.
Item 8. Identification and
Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of
Group.
Not applicable.
Item 10.
Certifications.
In as much as the reporting persons are no longer the beneficial
owners of more than five percent of the number of shares
outstanding, the reporting persons have no further reporting
obligation under Section 13(d) of the Securities and Exchange
Commission thereunder, and the reporting persons have no obligation
to amend this Statement if any material change occurs in the facts
set forth herein.
Signature
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.
February 8, 2022
Date
/s/ Kevin M. Meagher
Signature
Kevin M. Meagher
Duly authorized under Power of Attorney effective as of September 20, 2018, by
and on behalf of FIL Limited and its direct and indirect subsidiaries*
|
* This power of attorney is incorporated herein by reference to
Exhibit 24 to the Schedule 13G filed by FIL Limited on October 9,
2018, accession number:
0000318989-18-000036.
Exhibit A
Pursuant to the instructions in Item 7 of Schedule 13G, the
following table lists the identity and Item 3 classification, if
applicable, of each relevant entity that beneficially owns shares
of the security class being reported on this Schedule 13G.
Entity ITEM 3
Classification
FIL Investment Management (Australia) Limited FI Fidelity
Investments Canada ULC FI
Pandanus Partners, L.P. ("Pandanus") owns shares of FIL Limited
("FIL") voting stock. While the percentage of total voting power
represented by these shares of FIL voting stock may fluctuate as a
result of changes in the total number of shares of FIL voting stock
outstanding from time to time, it normally represents more than 25%
and less than 48.5% of the total votes which may be cast by all
holders of FIL voting stock. Pandanus Associates, Inc. ("PAI") acts
as general partner of Pandanus. Pandanus is owned by trusts for the
benefit of members of the Johnson family, including FIL's Chairman
Abigail P. Johnson, but disclaims that any such member is a
beneficial owner of the securities reported on this Schedule
13G.
This filing reflects the securities beneficially owned, or that
may be deemed to be beneficially owned, by FIL, certain of its
subsidiaries and affiliates, and other companies (collectively, the
"FIL Reporters"). This filing does not reflect securities, if any,
beneficially owned by certain other companies whose beneficial
ownership of securities is disaggregated from that of the FIL
Reporters in accordance with Securities and Exchange Commission
Release No. 34-39538 (January 12, 1998).
RULE 13d-1(k)(1)
AGREEMENT
The undersigned persons, on February 8, 2022, agree and consent
to the joint filing on their behalf of this Schedule 13G in
connection with their beneficial ownership of the COMMON STOCK of
SUNCOR ENERGY INC at December 31, 2021.
FIL Limited
By /s/ Kevin M. Meagher
Kevin M. Meagher
Duly authorized under Power of Attorney effective as of September 20, 2018, by
and on behalf of FIL Limited and its direct and indirect subsidiaries*
|
Pandanus Partners,
L.P.
By /s/ Kevin M. Meagher
Kevin M. Meagher
Duly authorized under Power of Attorney effective as of September 25, 2018, by
Pandanus Associates, Inc. on behalf of Pandanus Partners, L.P.*
|
Pandanus Associates,
Inc.
By /s/ Kevin M. Meagher
Kevin M. Meagher
Duly authorized under Power of Attorney effective as of September 25, 2018, by
and on behalf of Pandanus Associates, Inc.*
|
* This power of attorney is incorporated herein by reference to
Exhibit 24 to the Schedule 13G filed by FIL Limited on October 9,
2018, accession number:
0000318989-18-000036.
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