SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Loop Industries, Inc. [ LOOP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 09/22/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common stock, par value $0.0001 per share | 09/22/2020 | J | 1,021,499 | D | (1)(2) | 3,032,068 | D(1)(2)(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option (right to buy) | (3) | 09/22/2020 | J | 1,031,579 | (3) | (3) | Common Stock, par value $0.0001 | 1,031,579 | (3) | 3,061,988 | D(3)(4) |
Explanation of Responses: |
1. On May 29, 2019, Loop Industries, Inc. (the "Issuer") entered into a securities purchase agreement by and among the Issuer, the Reporting Person, and Daniel Solomita ("Solomita"), in his individual capacity and solely for the purposes of the voting arrangement (the "SPA"). On June 14, 2019, the parties to the SPA entered into an amendment to such SPA, and closed on the registered direct offering (the "Offering"). |
2. Since the date of the Offering, the Reporting Person has held 1,021,499 shares of Common Stock acquired in the Offering in trust for Northern Private Capital Fund I Non-Resident Limited Partnership ("NPC I NR LP"), a sister limited partnership controlled by NPC I LP's general partner, Northern Private Capital GP I Ltd., and managed by Northern Private Capital Ltd., which is also the manager of the Reporting Person. On September 22, 2020, the Reporting Person transferred registered ownership of 1,021,499 shares of Common Stock to NPC I NR LP. |
3. Pursuant to the Offering, the Reporting Person acquired options to purchase up to an additional 4,093,567 shares of Common Stock at an exercise price of $11.00 per share, which vested on December 15, 2019 and are exercisable until June 14, 2022 (the "Options"). Since the date of the Offering, the Reporting Person has held 1,031,579 Options in trust for NPC I NR LP. On September 22, 2020, the Reporting Person transferred registered ownership of 1,031,579 Options to NPC I NR LP. |
4. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
/s/ Andrew Lapham | 02/22/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |