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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/29/18 Highland Consumer GP GP LLC SC 13G/A 1:114K DAVIDsTEA Inc. Donnelley … Solutions/FA Highland Consumer Entrepreneurs Fund I LP Highland Consumer Fund I LP Highland Consumer Fund I-B LP Highland Consumer GP Limited Partnership |
Document/Exhibit Description Pages Size 1: SC 13G/A Amendment to Statement of Beneficial Ownership HTML 55K
| SC 13G/A |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DAVIDsTEA Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
(CUSIP Number)
Date of Event Which Requires Filing of the Statement
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ Rule 13d-1(b) |
| ☐ Rule 13d-1(c) |
| ☒ Rule 13d-1(d) |
| * | 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).
| CUSIP No. 238661102 | 13G |
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Highland Consumer GP GP LLC | |||||
| 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
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
| 12. | Type of Reporting Person
OO | |||||
| CUSIP No. 238661102 | 13G |
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Highland Consumer GP Limited Partnership | |||||
| 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
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
| 12. | Type of Reporting Person
PN | |||||
| CUSIP No. 238661102 | 13G |
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Highland Consumer Fund I LP | |||||
| 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
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
| 12. | Type of Reporting Person
PN | |||||
| CUSIP No. 238661102 | 13G |
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Highland Consumer Fund I-B LP | |||||
| 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
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
| 12. | Type of Reporting Person
PN | |||||
| CUSIP No. 238661102 | 13G |
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Highland Consumer Entrepreneurs’ Fund I LP | |||||
| 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
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
| 12. | Type of Reporting Person
PN | |||||
| CUSIP No. 238661102 | 13G |
| Item 1(a) |
Name of Issuer DAVIDsTEA Inc. | |||
| Item 1(b) |
Address of Issuer’s Principal Executive Offices 5430 Ferrier, Mount-Royal A8 H4P 1M2, Quebec, Canada | |||
| Item 2(a) |
Name of Person Filing This statement is being filed by the following persons:
(a) Highland Consumer Fund I Limited Partnership (“Highland Consumer I”);
(b) Highland Consumer Fund 1-B Limited Partnership (“Highland Consumer IB”);
(c) Highland Consumer Entrepreneurs’ Fund I, Limited Partnership (“Highland Consumer Entrepreneurs’,” and together with Highland Consumer I and Highland Consumer IB, the “Highland Consumer Entities”);
(d) Highland Consumer GP Limited Partnership (“HC LP”), the general partner of each of the Highland Consumer Entities;
(e) Highland Consumer GP GP LLC (“HC LLC”), the general partner of HC LP.
HC LLC, HC LP, Highland Consumer I, Highland Consumer IB and Highland Consumer Entrepreneurs are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.” | |||
| Item 2(b) |
Address of Principal Business Office
The address of each of the Reporting Persons is: c/o Porchlight Equity Management, LLC 20 William Street, Suite 115 | |||
| Item 2(c) | Citizenship | |||
| Highland Consumer I |
Delaware | |||
| Highland Consumer IB |
Delaware | |||
| Highland Consumer Entrepreneurs |
Delaware | |||
| HC LP |
Delaware | |||
| HC LLC |
Delaware | |||
| Item 2(d) |
Title of Class of Securities Common Stock, no par value | |||
| CUSIP No. 238661102 | 13G |
| Item 2(e) |
CUSIP Number | |||
| 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:
| |||
|
|
Not applicable. | |||
| Item 4 | Ownership
| |||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | ||||
|
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of each Cover Page and is incorporated herein by reference. | ||||
| 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 5 percent of the class of securities, check the following [X]. | ||||
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person
| |||
| Not applicable. | ||||
| 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. | ||||
| CUSIP No. 238661102 | 13G |
| Item 10 | Certification | |||
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. | ||||
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: October 29, 2018.
| Highland Consumer Fund I Limited Partnership | ||||
| By: | Highland Consumer GP Limited Partnership, its General Partner | |||
| By: | Highland Consumer GP GP LLC, its General Partner | |||
| By: | /s/ Peter Cornetta | |||
| Managing General Partner | ||||
| Highland Consumer Fund 1-B Limited Partnership | ||||
| By: | Highland Consumer GP Limited Partnership, its General Partner | |||
| By: | Highland Consumer GP GP LLC, its General Partner | |||
| By: | /s/ Peter Cornetta | |||
| Managing General Partner | ||||
| Highland Consumer Entrepreneurs’ Fund I, Limited Partnership | ||||
| By: | Highland Consumer GP Limited Partnership, its General Partner | |||
| By: | Highland Consumer GP GP LLC, its General Partner | |||
| By: | /s/ Peter Cornetta | |||
| Managing General Partner
| ||||
| Highland Consumer GP Limited Partnership | ||||
| By: | Highland Consumer GP GP LLC, its General Partner | |||
| By: | /s/ Peter Cornetta | |||
| Managing General Partner | ||||
| Highland Consumer GP GP LLC | ||||
| By: | /s/ Peter Cornetta | |||
| Managing General Partner | ||||
EXHIBIT I
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that it knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
EXECUTED as of this 29th day of October 2018.
| Highland Consumer Fund I Limited Partnership | ||||
| By: | Highland Consumer GP Limited Partnership, its General Partner | |||
| By: | Highland Consumer GP GP LLC, its General Partner | |||
| By: | /s/ Peter Cornetta | |||
| Managing General Partner | ||||
| Highland Consumer Fund 1-B Limited Partnership | ||||
| By: | Highland Consumer GP Limited Partnership, its General Partner | |||
| By: | Highland Consumer GP GP LLC, its General Partner | |||
| By: | /s/ Peter Cornetta | |||
| Managing General Partner
| ||||
| Highland Consumer Entrepreneurs’ Fund I, Limited Partnership | ||||
| By: | Highland Consumer GP Limited Partnership, its General Partner | |||
| By: | Highland Consumer GP GP LLC, its General Partner | |||
| By: | /s/ Peter Cornetta | |||
| Managing General Partner | ||||
| Highland Consumer GP Limited Partnership | ||||
| By: | Highland Consumer GP GP LLC, its General Partner | |||
| By: | /s/ Peter Cornetta | |||
| Managing General Partner | ||||
| Highland Consumer GP GP LLC | ||||
| By: | /s/ Peter Cornetta | |||
| Managing General Partner | ||||
| This ‘SC 13G/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/18 | None on these Dates | |||
| Filed on: | 10/29/18 | |||
| List all Filings | ||||