Amended Statement of Ownership (sc 13g/a)
10 Februar 2022 - 7:31PM
Edgar (US Regulatory)
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
TFI
International Inc.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
87241L109
(CUSIP Number)
December 31, 2021
(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)
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*
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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).
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CUSIP No. 87241L109
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Schedule 13G
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Page 1 of 8
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1
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Names of Reporting Persons
Fondation Mirella et Lino Saputo
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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
0
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6
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Shared Voting Power
4,000,000
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
4,000,000
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,000
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10
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares
Not
Applicable
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11
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Percent of Class
Represented by Amount in Row 9
4.3%
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12
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Type of Reporting
Person
OO
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CUSIP No. 87241L109
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Schedule 13G
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Page 2 of 8
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1
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Names of Reporting Persons
Jolina Capital 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
0
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6
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Shared Voting Power
500,000
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
500,000
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
500,000
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10
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares
Not
Applicable
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11
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Percent of Class
Represented by Amount in Row 9
0.5%
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12
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Type of Reporting
Person
CO
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CUSIP No. 87241L109
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Schedule 13G
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Page 3 of 8
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1
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Names of Reporting Persons
Placements Jolina 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
0
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6
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Shared Voting Power
42,000
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
42,000
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
42,000
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10
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares
Not
Applicable
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11
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Percent of Class
Represented by Amount in Row 9
Less than 0.1%
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12
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Type of Reporting
Person
CO
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CUSIP No. 87241L109
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Schedule 13G
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Page 4 of 8
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1
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Names of Reporting Persons
Emanuele Saputo
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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
0
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6
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Shared Voting Power
4,542,000(1)
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
4,542,000(1)
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,542,000(1)
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10
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares
Not
Applicable
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11
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Percent of Class
Represented by Amount in Row 9
4.9%
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12
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Type of Reporting
Person
IN
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(1)
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The 4,524,000 shares reflect (i) 4,000,000 shares held directly by Fondation Mirella et Lino Saputo, (ii)
500,000 shares held directly by Jolina Capital Inc., and (iii) 42,000 shares held directly by Placements Jolina Inc., which Mr. Saputo may be deemed to beneficially own. As of December 31, 2021, Mr. Saputo does not hold any shares directly.
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CUSIP No. 87241L109
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Schedule 13G
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Page 5 of 8
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EXPLANATORY NOTE
This Amendment No. 1 to Schedule 13G constitutes an exit filing for the Reporting Persons.
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ITEM 1.
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(a) Name of Issuer:
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TFI International Inc. (the “Issuer”)
(b) Address of Issuer’s Principal Executive Offices:
8801 Trans-Canada Highway
Suite 500
Saint-Laurent, Quebec H4S 1Z6
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ITEM 2.
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(a) Name of Person Filing:
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Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the
“Reporting Persons.” This statement is filed on behalf of:
Fondation Mirella et Lino Saputo
Jolina Capital Inc.
Placements Jolina Inc.
Emanuele Saputo
(b) Address or Principal Business Office:
The address for each of the Reporting Persons is 8000, boulevard Langelier, suite 200, Montreal, Quebec H1P3K2.
(c) Citizenship of each Reporting Person is:
Mr. Saputo is a citizen of Canada. Fondation Mirella et Lino Saputo is a
non-profit legal person organized under the Quebec Companies Act. Jolina Capital Inc. and Placements Jolina Inc. are corporations organized under the Canada Business Corporations Act.
(d) Title of Class of Securities:
Common Shares, no par value (“Common Shares”).
(e) CUSIP Number:
87241L109
Not applicable.
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CUSIP No. 87241L109
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Schedule 13G
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Page 6 of 8
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(a-c)
The ownership information presented below represents beneficial ownership of Common Shares of the Issuer as of
December 31, 2021, based upon 92,152,893 Common Shares outstanding as of December 31, 2021.
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Reporting Person
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Amount
beneficially
owned
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Percent
of class:
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Sole
power
to vote
or to
direct
the
vote:
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Shared
power to
vote or to
direct the
vote:
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Sole
power to
dispose or
to direct
the
disposition
of:
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Shared
power to
dispose or
to direct
the
disposition
of:
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Fondation Mirella et Lino Saputo
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4,000,000
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4.3
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%
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0
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4,000,000
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0
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4,000,000
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Jolina Capital Inc.
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500,000
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0.5
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%
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0
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500,000
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0
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500,000
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Placements Jolina Inc.
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42,000
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*
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0
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42,000
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0
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42,000
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Emanuele Saputo
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4,542,000
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4.9
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%
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0
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4,542,000
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0
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4,542,000
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The amount of securities beneficially owned by the Reporting Persons includes: (i) 4,000,000 Common Shares held of record by
Fondation Mirella et Lino Saputo, (ii) 500,000 Common Shares held of record by Jolina Capital Inc. and (iii) 42,000 Common Shares held of record by Placements Jolina Inc. As of December 31, 2021, Mr. Saputo does not hold any shares directly.
Mr. Saputo is one of three directors of Fondation Mirella et Lino Saputo and is authorized to unilaterally make investment
and voting decisions on behalf of such entity, and in such capacity may be deemed to beneficially own the securities held of record by Fondation Mirella et Lino Saputo. In addition, Mr. Saputo is the sole director and owner of all voting
interests of Jolina Capital Inc. and in such capacity may be deemed to beneficially own the securities held of record by Jolina Capital Inc. Additionally, Mr. Saputo is one of two directors and the owner of substantially all voting interests of
Placements Jolina Inc. and in such capacity may be deemed to beneficially own the securities held of record by Placements Jolina Inc. Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Reporting Persons.
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ITEM 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of
more than five percent of the class of securities, check the following ☒.
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ITEM 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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CUSIP No. 87241L109
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Schedule 13G
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Page 7 of 8
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ITEM 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company.
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Not applicable.
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ITEM 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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ITEM 9.
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Notice of Dissolution of Group.
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Not applicable.
Not applicable.
Exhibit Index
Exhibit 99 Joint Filing Agreement, incorporated by reference to Exhibit 99 to the Schedule 13G filed by the Reporting Persons on February 17, 2021.
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CUSIP No. 87241L109
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Schedule 13G
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Page 8 of 8
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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.
Date: February 10, 2022
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FONDATION MIRELLA ET LINO SAPUTO
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By:
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/s/ Emanuele Saputo
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Name:
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Emanuele Saputo
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Title:
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Vice-President
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JOLINA CAPITAL INC.
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By:
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/s/ Emanuele Saputo
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Name:
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Emanuele Saputo
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Title:
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President
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PLACEMENTS JOLINA INC.
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By:
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/s/ Emanuele Saputo
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Name:
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Emanuele Saputo
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Title:
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President
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/s/ Emanuele Saputo
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Name:
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Emanuele Saputo
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