Amended Statement of Ownership (sc 13g/a)
13 Februar 2023 - 08:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
The Lion Electric Company
(Name of Issuer)
Common Shares
(Title of Class of Securities)
536221104
(CUSIP Number)
December 31, 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:
☐ 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.
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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 (“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. 536221104
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1 |
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Name of Reporting Person
Marc Bedard
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2 |
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Check the Appropriate Box if a Member of a Group
(a): ☐ (b): ☐
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3 |
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SEC Use Only
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4 |
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Citizenship or Place of Organization
Canada
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5 |
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Sole Voting Power
29,405,978 (1)
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6 |
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Shared Voting Power
0
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7 |
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Sole Dispositive Power
29,405,978 (1)
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8 |
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Shared Dispositive Power
0
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
29,405,978
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10 |
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
☐
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11 |
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Percent of Class Represented by Amount in Row
(9)
13.3% (2)
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12 |
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Type of Reporting Person
IN
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| (1) |
Includes 26,458,653 Common Shares, no par value (the
“Lion Common Shares”), of the Lion Electric Company (the “Issuer”)
held of record by 9368-2672 Québec Inc., (b) 59,842 Lion Common
Shares held of record by Marc Bedard, (c) 9,842 Lion Common Shares
which may be acquired by Marc Bedard through the exercise of common
share purchase warrants of the Company (“Warrants”) and (d)
2,877,641 Lion Common Shares which may be acquired by Marc Bedard
through the exercise of options exercisable within 60 days of the
Event Date of this filing. Marc Bedard has control over, directly
and indirectly, a majority of the voting shares of 9368-2672
Québec.
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| (2) |
This percentage is based on the sum of 220,967,445
Lion Common Shares based on (a) 218,079,962 outstanding as of
December 16, 2022, as reported in the Issuer’s Prospectus
Supplement dated December 12, 2022, filed on December 14,
2022 (the “Prospectus Supplement”), to the Issuer’s Short Form Base
Shelf Prospectus dated and filed on June 17, 2022, (b) 9,842
Lion Common Shares that Marc Bedard has the right to acquire upon
exercise of Warrants, and (c) 2,877,641 Lion Common Shares
that Marc Bedard has the right to acquire upon exercise of options
exercisable within 60 days of the Event Date of this filing.
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Page 2
CUSIP NO. 536221104
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1 |
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Name of Reporting Person
9368-2672 Québec Inc.
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2 |
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Check the Appropriate Box if a Member of a Group
(a): ☐ (b): ☐
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3 |
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SEC Use Only
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4 |
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Citizenship or Place of Organization
Canada
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5 |
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Sole Voting Power
26,458,653
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6 |
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Shared Voting Power
0
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7 |
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Sole Dispositive Power
26,458,653
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8 |
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Shared Dispositive Power
0
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
26,458,653
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10 |
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
☐
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11 |
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Percent of Class Represented by Amount in Row
(9)
12.0% (1)
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12 |
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Type of Reporting Person
FI
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| (1) |
This percentage is based on the sum of 220,967,445
Lion Common Shares based on (a) 218,079,962 outstanding as of
December 16, 2022, as reported in the Issuer’s Prospectus
Supplement, (b) 9,842 Lion Common Shares that Marc Bedard has the
right to acquire upon exercise of Warrants, and (c) 2,877,641 Lion
Common Shares that Marc Bedard has the right to acquire upon
exercise of options exercisable within 60 days of the Event Date of
this filing.
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Page 3
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Item 1(a). |
Name of issuer: The Lion Electric Company, a
corporation existing under the Business Corporations Act
(Québec)
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Item 1(b). |
Address of issuer’s principal executive
offices:
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921 chemin de la Rivière-du-Nord, Saint-Jérôme (Québec) J7Y 5G2
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Item 2(a). |
Names of persons filing:
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This Schedule 13G is being jointly filed by the following
persons:
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(ii) |
9368-2672 Québec Inc.
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Item 2(b). |
Address or principal business office or, if none,
residence:
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The principal business office for Marc Bedard and 9368-2672 Québec
Inc. is 921 chemin de la Rivière-du-Nord, Saint-Jérôme (Québec) J7Y 5G2.
Mr. Bedard is a citizen of Canada. 9368-2672 Québec Inc.
exists under the Business Corporations Act (Québec).
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Item 2(d). |
Title of class of securities: Common shares, no
par value
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Item 2(e). |
CUSIP number: 536221104
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| 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: Not applicable.
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The information regarding ownership set forth in Items 5-9 and 11 of each cover page is hereby
incorporated herein by reference.
| Item 5. |
Ownership of five percent or less of a class:
Not applicable.
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| Item 6. |
Ownership of more than five Percent on behalf of
another person: Not applicable.
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| 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.
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| Item 8. |
Identification and classification of members of the
group: Not applicable.
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| Item 9. |
Notice of dissolution of group: Not
applicable.
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| Item 10. |
Certifications: Not applicable.
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Page 4
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information with
respect to it set forth in this statement is true, complete and
correct.
Dated: February 13, 2023
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| MARC BEDARD |
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/s/ Marc Bedard
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| 9368-2672 QUÉBEC INC |
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| By: |
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/s/ Marc Bedard
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| Name: |
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Marc Bedard |
| Title: |
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President |
EXHIBIT INDEX
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Exhibit
Number
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Description
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| 99.1 |
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Joint Filing Agreement between Marc Bedard and
9368-2672 Québec Inc. regarding filing of Schedule 13G, dated
February 13, 2023. |
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