Loop Industries (LOOP) Form 3 Loop Industries / John Carter Risley ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Risley John Carter

(Last) (First) (Middle)

757 BEDFORD HIGHWAY

(Street)

BEDFORD A5 B4A3Z7

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/14/2019

3. Issuer Name and Ticker or Trading Symbol
Loop Industries, Inc. [ LOOP ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share	4,093,567	I	See Footnotes(1)(2)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (right to buy)	(3)	(3)	Common Stock, par value $0.0001	4,093,567	(3)	I	See Footnote(2)

Explanation of Responses:

1. On May 29, 2019, Loop Industries, Inc. (the "Issuer") entered into a securities purchase agreement by and among the Issuer, Northern Private Capital Fund I Limited Partnership, a Canadian limited partnership ("NPC I LP"), 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. John Risley (the "Reporting Person") may be deemed to beneficially own indirectly, in the aggregate, 4,093,567 shares of Common Stock, $0.0001 par value per share ("Common Stock"), of the Issuer by reason of the Reporting Person's control of CFFI Ventures Inc., which has 50% ownership in the voting shares of Northern Private Capital Holdings Ltd. (which holds a special limited partnership interest in NPC I LP), and which also holds 50% of the voting shares of Northern Private Capital GP I Ltd. (the general partner of NPC I LP).

3. Pursuant to the Offering, the Reporting Person may be deemed to have acquired options to purchase up to an additional 4,093,567 shares of the Issuer's Common Stock at an exercise price of $11.00 per share, which shall vest on December 15, 2019 and are exercisable for three years following the closing of the Offering.

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.

Remarks:

	/s/ John Risley	07/08/2019
	** 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 5 (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).
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