Pembroke Management, Ltd. – ‘SC 13G/A’ on 7/11/22 re: Points.com Inc.

On:  Monday, 7/11/22, at 2:22pm ET   ·   Accession #:  1606587-22-1282   ·   File #:  5-81539

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Amendment to Statement of Acquisition of Beneficial Ownership by a “Passive” Investor   —   Schedule 13G   —   WA’68

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Acquisition of               4±    13K 
                Beneficial Ownership by a "Passive" Investor                     

Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION              
Washington, D.C. 20549          
_____________         

SCHEDULE 13G                                    
(Rule 13d-102)                                  

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT         
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED     
PURSUANT TO RULE 13d-2(b)                                       

(AMENDMENT NO. 12)*                             

POINTS INTERNATIONAL LTD                                        
(Name of Issuer)                                                

Common Stock                                                    
(Title of Class of Securities)                                  

730843208                                                       
(CUSIP Number)                                                  

June 30, 2022                                                   
(Date of Event Which Requires Filing of This Statement)         

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)                                           

* 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 the disclosures provided in a prior cover page.                     

The information required in 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 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.     730843208                                                         
---------                                           

---------------------------------------------------------------------------     
(1)  NAMES OF REPORTING PERSONS                                                 
Pembroke Management Ltd.                                              
---------------------------------------------------------------------------     
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
(a) [   ]                                                                       
(b) [   ]                                                                       
---------------------------------------------------------------------------     
(3) SEC USE ONLY                                                                
---------------------------------------------------------------------------     
(4) CITIZENSHIP OR PLACE OF ORGANIZATION Canada                                 
---------------------------------------------------------------------------     
NUMBER OF         (5) SOLE VOTING POWER 0                                       
SHARES            ---------------------------------------------------------     
BENEFICIALLY      (6) SHARED VOTING POWER 0                                     
OWNED BY          ---------------------------------------------------------     
EACH              (7) SOLE DISPOSITIVE POWER 0                                  
REPORTING         ---------------------------------------------------------     
PERSON WITH       (8) SHARED DISPOSITIVE POWER 0                                
---------------------------------------------------------------------------     
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

---------------------------------------------------------------------------     
(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                                                   
IA                                                                    
---------------------------------------------------------------------------     

Item 1.                                                                         
(a) Name of Issuer:                                                     
POINTS INTERNATIONAL LTD                                        

(b) Address of Issuer's Principal Executive Offices:                    
111 Richmond St., W. Suite 700, Toronto, ON, M5H 2G4, Canada    

Item 2.                                                                         
(a) Name of Person Filing:                                              
Pembroke Management Ltd.                                        

(b) Address of Principal Business Office or, if None, Residence:        
1002 Sherbrooke Street West Suite 1700, Montreal QC H3A 3S4     

(c) Citizenship: Canada                                                 

(d) Title of Class of Securities: Common Stock                          

(e) CUSIP Number: 730843208                                             

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b),                   
or 13d-2(b) or (c), Check Whether the Person Filing is a:       

(a) [   ] Broker or dealer registered under Section 15 of the           
Exchange Act.                                   

(b) [   ] Bank as defined in Section 3(a)(6) of the Exchange Act.       

(c) [   ] Insurance company as defined in Section 3(a)(19) of the       
Exchange Act.                                   
(d) [   ] Investment company registered under Section 8 of the          
Investment Company Act.                         
   (e) [ x ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [   ] An employee benefit plan or endowment fund in accordance with 
Rule 13d-1(b)(1)(ii)(F);                        
(g) [   ] A parent holding company or control person in accordance with 
Rule 13d-1(b)(1)(ii)(G);                        
(h) [   ] A savings association as defined in Section 3(b) of the       
Federal Deposit Insurance Act;                  
(i) [   ] A church plan that is excluded from the definition of an      
investment company under Section 3(c)(14) of the
Investment Company Act;                         
(j) [   ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).            

Item 4.         Ownership.                                                      

(a) Amount beneficially owned: 0                                        
(b) Percent of class: 0%                                                
(c) Number of shares as to which the person has:                        
(i) Sole power to vote or to direct the vote: 0                 
(ii) Shared power to vote or to direct the vote: 0              
(iii) Sole power to dispose or to direct the disposition of:    
0                                               
(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  [   ]                                      

Item 6. Ownership of More than Five Percent on Behalf of Another Person.        

    Clients of Pembroke Management Ltd. 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 reported as beneficially owned by Pembroke
Management Ltd.                                                 

Item 7. Identification and Classification of the Subsidiary Which Acquired      
the Security Being Reported on by the Parent Holding Company or 
Control Person.                                                 

Not applicable                                                  

Item 8. Identification and Classification of Members of the Group.              
Not applicable                                                  

Item 9. Notice of Dissolution of Group.                                         
Not applicable                                                  

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.

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.                                                           

Filer                                                           
Pembroke Management Ltd.                        

By:                                                             
/s/ Michael McLaughlin                          

Name:                                                           
Michael McLaughlin                              

Title:                                                          
Director/CFO                                    

Date:                                                           
July 11, 2022                                   

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G/A’ Filing		Date		Other Filings
Filed on:		7/11/22		15-12G
		6/30/22		25-NSE,  6-K
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