Trident Brands (TDNT) Form 4/A Change in insider ownership (amended)

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^*

Fengate Trident LP

(Last) (First) (Middle)

2275 UPPER MIDDLE ROAD EAST, SUITE 700

(Street)

OAKVILLE A6 L6H 0C3

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Trident Brands Inc [ TDNT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/05/2019

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Convertible Promissory Note due May 31, 2020	(2)							(2)	(2)	Common Stock	(2)		$12,300,000(3)	D(1)
Convertible Promissory Note due May 31, 2020	(2)							(2)	(2)	Common Stock	(2)		$12,300,000(3)	D(1)
Convertible Promissory Note due May 31, 2020	(4)							(4)	(4)	Common Stock	(4)		$12,300,000(5)	D(1)

1. Name and Address of Reporting Person^*

Fengate Trident LP

(Last) (First) (Middle)

2275 UPPER MIDDLE ROAD EAST, SUITE 700

(Street)

OAKVILLE A6 L6H 0C3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fengate Trident GP Inc.

(Last) (First) (Middle)

2275 UPPER MIDDLE ROAD EAST, SUITE 700

(Street)

OAKVILLE A6 L6H 0C3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fengate Capital Management Ltd.

(Last) (First) (Middle)

2275 UPPER MIDDLE ROAD EAST, SUITE 700

(Street)

OAKVILLE A6 L6H 0C3

(City) (State) (Zip)

Explanation of Responses:

1. Fengate Trident LP is a private investment limited partnership that may be deemed the direct beneficial owner of the securities referred to herein. Fengate Capital Management Ltd. is the investment manager to and Fengate Trident GP, Inc. is the general partner of Fengate Trident LP. Each of the Reporting Persons disclaims beneficial ownership of the securities referred to herein except to the extent of their pecuniary interest therein.

2. On November 5, 2019, a Form 4 filed by the reporting persons inadvertently included the acquisition of Convertible Promissory Notes with fixed conversion prices of $0.43 and $0.334 when in fact they had exercise prices based on a floating rate formula and therefore were not reportable pursuant to Rule 16a-1(c)(6).

3. As of November 5, 2019, the reporting persons actually held $12,300,000 face value of fixed conversion price Convertible Notes, which were subject to accrual of interest such that the value would increase over time.

4. On November 7, 2019, a Form 4 was filed by the reporting persons inadvertently reporting the acquisition of Convertible Promissory Notes with a fixed conversion price of $0.25 when in fact they had an exercise price based on a floating rate formula and therefore were not reportable pursuant to Rule 16a-1(c)(6).

5. As of November 7, 2019, the reporting persons actually held $12,300,000 face value of fixed conversion price Convertible Notes, which were subject to accrual of interest such that the value would increase over time.

Remarks:

This Form 4 Amendment is filed to correct certain Forms 4 filed on November 5 and November 7, 2019.

	Fengate Trident LP, By: /s/Heather Crawford, Name: Heather Crawford, Title: Secretary of Fengate Trident GP, the General Partner of Fengate Trident LP	03/20/2020
	Fengate Trident GP Inc., By: /s/Heather Crawford, Name: Heather Crawford, Title: Secretary	03/20/2020
	Fengate Capital Management Inc., By: /s/Heather Crawford, Name: Heather Crawford, Title: Secretary	03/20/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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