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Lazaridis Michael, et al. – ‘SC 13D/A’ on 12/24/13 re: Blackberry Ltd

On:  Tuesday, 12/24/13, at 3:47pm ET   ·   Accession #:  1193125-13-483987   ·   File #:  5-56515

Previous ‘SC 13D’:  ‘SC 13D’ on 10/10/13   ·   Latest ‘SC 13D’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/24/13  Lazaridis Michael                 SC 13D/A               3:197K Blackberry Ltd                    RR Donnelley/FA
          1258701 Ontario Ltd
          1258702 Ontario Ltd
          2063227 Ontario Inc.
          2381479 Ontario Ltd
          2384318 Ontario Ltd
          2384320 Ontario Ltd
          Douglas E. Fregin
          Michael Lazaridis Family Trust II

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial        HTML     93K 
                          Ownership                                              
 2: EX-1        Underwriting Agreement                              HTML     20K 
 3: EX-2        Plan of Acquisition, Reorganization, Arrangement,   HTML     13K 
                          Liquidation or Succession                              


SC 13D/A   —   Amendment to General Statement of Beneficial Ownership


This is an HTML Document rendered as filed.  [ Alternative Formats ]



  Schedule 13D/A  

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

 

BlackBerry Limited

(Name of Issuer)

Common Shares

(Title of Class of Securities)

09228F103

(CUSIP Number)

Michael Lazaridis

485 Wes Graham Way, 3rd Floor

Waterloo, Ontario N2L 0A7

(519) 886-3141 ext. 3140

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 23, 2013

(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 §240.13d-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).

(Continued on following pages)

 

 

 


CUSIP No. 09228F103

 

  1   

NAME OF REPORTING PERSONS

 

Michael Lazaridis

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Canadian

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

    455,836

     8   

SHARED VOTING POWER

 

    25,812,051*

     9   

SOLE DISPOSITIVE POWER

 

    455,836

   10   

SHARED DISPOSITIVE POWER

 

    25,812,051*

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    26,267,887*

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    4.99%**

14  

TYPE OF REPORTING PERSON

 

    IN

 

* Includes (i) 17,676,354 common shares registered in the name of 1258701 Ontario Limited, (ii) 3,163,895 common shares registered in the name of 2063227 Ontario Inc., (iii) 146,478 common shares held by Mr. Lazaridis as trustee of the Michael Lazaridis Family Trust II, (iv) 685,196 common shares held by 2384320 Ontario Limited and (v) 4,140,128 common shares held by 2384318 Ontario Limited.
** All percentages reported herein are calculated based upon an aggregate of 526,183,689 common shares outstanding as of November 30 2013, as reported on the Issuer’s Report on Form 6-K, filed on December 20, 2013.


CUSIP No. 09228F103

 

  1   

NAME OF REPORTING PERSONS

 

1258701 Ontario Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Canada

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    17,676,354

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    17,676,354

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    17,676,354

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    3.36%*

14  

TYPE OF REPORTING PERSON

 

    CO

 

* All percentages reported herein are calculated based upon an aggregate of 526,183,689 common shares outstanding as of November 30 2013, as reported on the Issuer’s Report on Form 6-K, filed on December 20, 2013.


CUSIP No. 09228F103

 

  1   

NAME OF REPORTING PERSONS

 

2063227 Ontario Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Canada

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    3,163,895

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    3,163,895

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    3,163,895

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.60%*

14  

TYPE OF REPORTING PERSON

 

    CO

 

* All percentages reported herein are calculated based upon an aggregate of 526,183,689 common shares outstanding as of November 30 2013, as reported on the Issuer’s Report on Form 6-K, filed on December 20, 2013.


CUSIP No. 09228F103

 

  1   

NAME OF REPORTING PERSONS

 

Michael Lazaridis Family Trust II

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Canada

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    146,478

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    146,478

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    146,478

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    —**

14  

TYPE OF REPORTING PERSON

 

    OO (trust)

 

* Less than 0.1%; all percentages reported herein are calculated based upon an aggregate of 526,183,689 common shares outstanding as of November 30 2013, as reported on the Issuer’s Report on Form 6-K, filed on December 20, 2013.


CUSIP No. 09228F103

 

  1   

NAME OF REPORTING PERSONS

 

2384320 Ontario Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Canada

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    685,196

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    685,196

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    685,196

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.13%*

14  

TYPE OF REPORTING PERSON

 

    CO

 

* All percentages reported herein are calculated based upon an aggregate of 526,183,689 common shares outstanding as of November 30 2013, as reported on the Issuer’s Report on Form 6-K, filed on December 20, 2013.


CUSIP No. 09228F103

 

  1   

NAME OF REPORTING PERSONS

 

2384318 Ontario Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Canada

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    4,140,128

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    4,140,128

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    4,140,128

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.79%*

14  

TYPE OF REPORTING PERSON

 

    CO

 

* All percentages reported herein are calculated based upon an aggregate of 526,183,689 common shares outstanding as of November 30 2013, as reported on the Issuer’s Report on Form 6-K, filed on December 20, 2013.


CUSIP No. 09228F103

 

  1   

NAME OF REPORTING PERSONS

 

2381479 Ontario Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Canada

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.0%

14  

TYPE OF REPORTING PERSON

 

    CO


CUSIP No. 09228F103

 

  1   

NAME OF REPORTING PERSONS

 

Douglas E. Fregin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Canadian

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

    703,080

     8   

SHARED VOTING POWER

 

    11,209,106*

     9   

SOLE DISPOSITIVE POWER

 

    703,080

   10   

SHARED DISPOSITIVE POWER

 

    11,209,106*

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    11,912,186

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    2.26%**

14  

TYPE OF REPORTING PERSON

 

    IN

 

* Represents 11,209,106 common shares held by 1258702 Ontario Limited.
** All percentages reported herein are calculated based upon an aggregate of 526,183,689 common shares outstanding as of November 30 2013, as reported on the Issuer’s Report on Form 6-K, filed on December 20, 2013.


CUSIP No. 09228F103

 

  1   

NAME OF REPORTING PERSONS

 

1258702 Ontario Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Canada

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    11,209,106

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    11,209,106

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    11,209,106

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    2.13%*

14  

TYPE OF REPORTING PERSON

 

    CO

 

* All percentages reported herein are calculated based upon an aggregate of 526,183,689 common shares outstanding as of November 30 2013, as reported on the Issuer’s Report on Form 6-K, filed on December 20, 2013.


This Amendment No. 1 to the Schedule 13D (this “Amendment No. 1”) amends and restates in its entirety the Schedule 13D filed on October 10, 2013 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”) by the Reporting Persons (as defined below).

 

Item 1. Security and Issuer.

This Schedule 13D relates to the common shares, without par value (the “Shares”), of BlackBerry Limited, a corporation organized under the laws of Ontario (the “Issuer”). Certain of the Lazaridis Persons (as defined below) previously filed a Schedule 13G on February 14, 2001, as amended on February 14, 2002February 13, 2003February 17, 2004February 14, 2005February 14, 2006February 14, 2007February 14, 2008February 5, 2009February 16, 2010February 11, 2011March 30, 2011February 14, 2012 and February 14, 2013, with respect to their Shares of the Issuer.

The address of the Issuer’s principal executive offices is 295 Phillip Street, Waterloo, Ontario N2L 3W8.

 

Item 2. Identity and Background.

This statement is being jointly filed by the following persons (collectively, the “Reporting Persons”):

 

  (a) Michael Lazaridis (“Lazaridis”), an individual, is a citizen of Canada and is retired.

 

  (b) 1258701 Ontario Limited (“1258701”), a corporation incorporated under the laws of Ontario, is controlled by Michael Lazaridis. The principal business of 1258701 is as an investment holding company.

 

  (c) 2063227 Ontario Inc. (“2063227”), a corporation incorporated under the laws of Ontario, is controlled by Michael Lazaridis. The principal business of 2063227 is as an investment holding company.

 

  (d) The Michael Lazaridis Family Trust II (“Family Trust”) is a trust established in accordance with the laws of Ontario. Mr. Lazaridis has been appointed as the trustee for the Family Trust.

 

  (e) 2384320 Ontario Limited (“2384320”), a corporation incorporated under the laws of Ontario, is controlled by Michael Lazaridis. The principal business of 2384320 is as an investment holding company.

 

  (f) 2384318 Ontario Limited (“2384318”), a corporation incorporated under the laws of Ontario, is controlled by Michael Lazaridis. The principal business of 2384318 is as an investment holding company.

 

  (g) 2381479 Ontario Limited (“2381479” and, together with each of Lazaridis, 1258701, 2063227, Family Trust, 2384320 and 2384318, the “Lazaridis Persons”), a corporation incorporated under the laws of Ontario, is controlled by Michael Lazaridis. The principal business of 2381479 is as an investment holding company.

 

  (h) Douglas E. Fregin (“Fregin”), an individual, is a citizen of Canada and is retired.

 

  (i) 1258702 Ontario Limited (“1258702” and, together with Fregin, the “Fregin Persons”), a corporation incorporated under the laws of Ontario, is controlled by Fregin. The principal business of 1258702 is as an investment holding company.

The principal business address for each of the Reporting Persons is 485 Wes Graham Way, 3rd Floor, Waterloo, Ontario N2L 0A7. The name, citizenship, present principal occupation or employment and business address of each director and executive officer of each of 1258701, 2063227, 2384320, 2384318, 2381479 and 1258702 is attached as Exhibit 2 to this Schedule 13D.


During the last five years, none of the Reporting Persons, and, to the best of each such Reporting Person’s knowledge, none of the executive officers or directors of such Reporting Person have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration.

As co-founders of the Issuer, entities controlled by Mr. Lazaridis and Mr. Fregin, respectively, held certain securities of predecessor entities to the Issuer, which securities were converted through certain reorganization transactions, including an amalgamation prior to the initial public offering of the Issuer, into certain of the Shares that are currently held by the Reporting Persons. In addition, certain of the Reporting Persons’ Shares were obtained through the exercise of stock options and other equity awards that were granted to Mr. Lazaridis and Mr. Fregin, respectively, during their tenure as officers and/or directors of the Issuer. Finally, in 2012, Mr. Lazaridis acquired 3,163,895 Shares using 2063227 Ontario Inc. through open market purchases for aggregate consideration of approximately $50 million.

 

Item 4. Purpose of Transaction.

Mr. Lazaridis is a founder and former President, Co-Chief Executive Officer and Co-Chair of the Issuer and Mr. Fregin is a founder and former Vice President, Operations of the Issuer. Each of Mr. Lazaridis and Mr. Fregin acquired the Shares he beneficially owns for investment purposes, including upon founding of the Issuer and through the exercise of options and other equity grants received by him during his prior term of employment with the Issuer.

As reported in the Original Schedule 13D, in light of the Issuer’s announcement that its board of directors had formed a Special Committee to explore strategic alternatives, on October 8, 2013, 2381479 and 1258702 entered into an agreement (the “Agreement”) to explore the possibility of submitting a potential joint bid to acquire the Shares of the Issuer that they do not currently own. In addition, 2381479 engaged, among other advisors, each of Goldman, Sachs & Co. and Centerview Partners LLC to assist with the review of strategic alternatives with respect to the Shares. Following the Issuer’s announcement on November 4, 2013 of the conclusion of its review of strategic alternatives, on December 24, 2013, 2381479 and 1258702 terminated the Agreement.

The information set forth under Item 6 below is incorporated in this Item 4 in its entirety.

 

Item 5. Interest in Securities of the Issuers.

The information set forth under Item 6 below is incorporated in this Item 5 in its entirety.

The percentages used in this Item and in the rest of the Schedule 13D are calculated based upon an aggregate of 526,183,689 common shares outstanding as of November 30 2013, as reported on the Issuer’s Report on Form 6-K, filed on December 20, 2013.

 

(a)-(b)

  

Amount beneficially owned:

 

Mr. Lazaridis may be deemed to beneficially own 26,267,887 Shares (representing approximately 4.99% of the Issuer’s outstanding Shares), which includes (i) 17,676,354 Shares held by 1258701, (ii) 3,163,895 Shares held by 2063227, (iii) 455,836 Shares held by Mr. Lazaridis, (iv) 146,478 Shares held by the Family Trust, (v) 685,196 Shares held by 2384320 and (vi) 4,140,128 Shares held by 2384318. By virtue of their relationship with Mr. Lazaridis, as described in Item 2, each of 1258701, 2063227, the Family Trust, 2384320 and 2384318 may be deemed to share voting power and dispositive power with Mr. Lazaridis with respect to the Shares held by them.


  

Mr. Fregin may be deemed to beneficially own 11,912,186 Shares (representing approximately 2.26% of the Issuer’s outstanding Shares), which includes (i) 703,080 Shares held by Mr. Fregin and (ii) 11,209,106 Shares held by 1258702. By virtue of their relationship, as described in Item 2, 1258702 may be deemed to share voting power and dispositive power with Mr. Fregin with respect to the Shares owned by it.

 

The filing of this Schedule 13D shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the Schedule 13D.

(c) On December 23, 2013, 1258701 sold 3,166,893 Shares at an average price per share of $7.55 and on December 24, 2013, 1258701 sold 333,107 Shares at an average price per share of $7.63, in each case through open market sales.

(d) No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Shares held by the Reporting Persons other than the Reporting Persons.

(e) As a result of the termination of the Agreement and the dispositions of Shares referred to in Item 5(c), on December 24, 2013 each of the Lazaridis Persons ceased to be the beneficial owner of more than five percent of the Shares. As a result of the termination of the Agreement, on December 24, 2013 each of the Fregin Persons ceased to be the beneficial owner of more than five percent of the Shares.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

The information set forth under Items 3, 4 and 5 above is incorporated in this Item 6 in its entirety.

The Reporting Persons have entered into the Joint Filing Agreement attached hereto as Exhibit 1.

Except for the arrangements described herein, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

Item 7. Materials to be Filed as Exhibits.

 

Exhibit 1:    Joint Filing Agreement
Exhibit 2:    Directors and Executive Officers of Certain Reporting Persons
Exhibit 3:    Agreement, dated as of October 8, 2013, by and between 2381479 Ontario Limited and 1258702 Ontario Limited (incorporated by reference from Exhibit 3 of the Original Schedule 13D)

*****


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.

 

December 24, 2013     MICHAEL LAZARIDIS
    By:  

/s/ Michael Lazaridis

December 24, 2013     1258701 ONTARIO LIMITED
    By:  

/s/ Michael Lazaridis

    Name:   Michael Lazaridis
    Title:   Authorized Signatory
December 24, 2013     2063227 ONTARIO INC.
    By:  

/s/ Michael Lazaridis

    Name:   Michael Lazaridis
    Title:   Authorized Signatory
December 24, 2013     MICHAEL LAZARIDIS FAMILY TRUST II
    By:  

/s/ Michael Lazaridis

    Name:   Michael Lazaridis
    Title:   Authorized Signatory
December 24, 2013     2384320 ONTARIO LIMITED
    By:  

/s/ Michael Lazaridis

    Name:   Michael Lazaridis
    Title:   Authorized Signatory
December 24, 2013     2384318 ONTARIO LIMITED
    By:  

/s/ Michael Lazaridis

    Name:   Michael Lazaridis
    Title:   Authorized Signatory


December 24, 2013    

2381479 ONTARIO LIMITED

    By:  

/s/ Michael Lazaridis

    Name:   Michael Lazaridis
    Title:   Authorized Signatory
December 24, 2013     DOUGLAS E. FREGIN
    By:  

/s/ Douglas E. Fregin

December 24, 2013     1258702 ONTARIO LIMITED
    By:  

/s/ Douglas E. Fregin

    Name:   Douglas E. Fregin
    Title:   Authorized Signatory

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing    Date    Other Filings
Filed on:12/24/13
12/23/13
12/20/136-K,  S-8
11/4/136-K
10/10/13SC 13D
10/8/136-K
2/14/13SC 13G/A
2/14/12SC 13G/A
3/30/11SC 13D/A
2/11/11SC 13G/A
2/16/106-K,  SC 13G/A
2/5/096-K,  SC 13G/A
2/14/08SC 13G/A
2/14/07SC 13G,  SC 13G/A
2/14/066-K,  SC 13G,  SC 13G/A
2/14/05SC 13G,  SC 13G/A
2/17/04SC 13G,  SC 13G/A
2/13/03SC 13G/A
2/14/02SC 13G
2/14/01SC 13G/A
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Filing Submission 0001193125-13-483987   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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