Fiera Capital D/A Indefinite amount in equity, sold $6.74M, 19 investors

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

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

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:	3235-0076
Estimated average burden
hours per response:	4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001505817

FIERA SCEPTRE INC.

Fiera Sceptre Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Fiera Capital Corp

Jurisdiction of Incorporation/Organization

ONTARIO, CANADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Fiera Capital Corp
Street Address 1		Street Address 2
1501 MCGILL COLLEGE AVENUE		SUITE 800
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
MONTREAL	QUEBEC, CANADA	H3A 3M8	514-954-3300

3. Related Persons

Last Name	First Name	Middle Name
Desjardins	Jean-Guy
Street Address 1	Street Address 2
619 Sydenham Avenue
City	State/Province/Country	ZIP/PostalCode
Westmount	QUEBEC, CANADA	H3Y 2Z3

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chairman of the Board and Chief Executive Officer and Global Chief Investment Officer

Last Name	First Name	Middle Name
Berthiaume	Denis
Street Address 1	Street Address 2
2768 Belcourt
City	State/Province/Country	ZIP/PostalCode
Longueuil	QUEBEC, CANADA	J4M 1Y7

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Brosseau	Sylvain
Street Address 1	Street Address 2
3120 rue Jean-Girard
City	State/Province/Country	ZIP/PostalCode
Montreal	QUEBEC, CANADA	H3Y 3L2

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Global President and Chief Operating Officer

Last Name	First Name	Middle Name
Laurin	Raymond
Street Address 1	Street Address 2
133 Des Baliseurs
City	State/Province/Country	ZIP/PostalCode
Levis	QUEBEC, CANADA	G6V 7K4

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Monty	Jean	C.
Street Address 1	Street Address 2
1485 Sherbrooke Street West, Suite 8B
City	State/Province/Country	ZIP/PostalCode
Montreal	QUEBEC, CANADA	H3G 0A3

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Pennycook	David
Street Address 1	Street Address 2
19 McGlashan Court
City	State/Province/Country	ZIP/PostalCode
North York	ONTARIO, CANADA	M5M 4M6

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Executive Vice President, Institutional Markets

Last Name	First Name	Middle Name
Pistono	Lise
Street Address 1	Street Address 2
19 D'Avaugour
City	State/Province/Country	ZIP/PostalCode
Laval	QUEBEC, CANADA	H7G 1S4

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Scace	Arthur	R.A.
Street Address 1	Street Address 2
Granite Place, 63 Sr. Clair Avenue West,	Suite 1904
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M4V 2Y9

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Shaw	David	R.
Street Address 1	Street Address 2
1888 Bayview Avenue	Suite 101
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M4G 0A7

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Vachon	Louis
Street Address 1	Street Address 2
120 Beaconsfield Blvd.
City	State/Province/Country	ZIP/PostalCode
Beaconsfield	QUEBEC, CANADA	H9W 3Z7

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Blanchette	Pierre
Street Address 1	Street Address 2
812 rue de Fribourg
City	State/Province/Country	ZIP/PostalCode
Laval	QUEBEC, CANADA	H7K 3X4

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Senior Vice President, Finance

Last Name	First Name	Middle Name
Des Roches	Violaine
Street Address 1	Street Address 2
11 Beloeil Avenue
City	State/Province/Country	ZIP/PostalCode
Outremont	QUEBEC, CANADA	H2V 2Z1

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Senior Vice President, Legal Affairs and Compliance, Chief Compliance Officer and Corporate Secretary

Last Name	First Name	Middle Name
Roy	Sylvain
Street Address 1	Street Address 2
850 des Fauvettes
City	State/Province/Country	ZIP/PostalCode
Longueuil	QUEBEC, CANADA	J4G 2L7

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

President and Chief Operating Officer, Canadian division; Chief Investment Officer, Canadian division (interim)

Last Name	First Name	Middle Name
St-Hilaire	Alain
Street Address 1	Street Address 2
933 Terrasse d'Isere
City	State/Province/Country	ZIP/PostalCode
Saint Lambert	QUEBEC, CANADA	J4S 1Z2

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Vice President, Human Resources and Corporate Communications

Last Name	First Name	Middle Name
Trepanier	Robert
Street Address 1	Street Address 2
1622 Des Serres Street
City	State/Province/Country	ZIP/PostalCode
Saint-Bruno	QUEBEC, CANADA	J3V 6N7

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Senior Vice President, Operations and Information Technology

Last Name	First Name	Middle Name
Streliski	David
Street Address 1	Street Address 2
5146 Esplanade Avenue
City	State/Province/Country	ZIP/PostalCode
Montreal	QUEBEC, CANADA	H2T 2Z3

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Senior Vice President and Chief Risk Officer

Last Name	First Name	Middle Name
Davis	Brian	A.
Street Address 1	Street Address 2
64 Strathallan Blvd
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M5N 1S7

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Morgan	Todd	M.
Street Address 1	Street Address 2
10800 Wilshire Blvd #1501
City	State/Province/Country	ZIP/PostalCode
Los Angeles	CALIFORNIA	90024

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lala	Raj
Street Address 1	Street Address 2
48 Stanley Terrace
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M6J 2R4

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Vice President, Retail Markets

Last Name	First Name	Middle Name
Valentini	John
Street Address 1	Street Address 2
1405 Chemin Dumfries
City	State/Province/Country	ZIP/PostalCode
Montreal	QUEBEC, CANADA	H3P 2R2

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Vice President and Chief Financial Officer

Last Name	First Name	Middle Name
Vaillancourt	Paul
Street Address 1	Street Address 2
22 Bow Meadows Drive
City	State/Province/Country	ZIP/PostalCode
Cochrane	ALBERTA, CANADA	T4C 1M8

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Vice President, Fiera Private Wealth

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

X

Pooled Investment Fund

	Hedge Fund
	Private Equity Fund
	Venture Capital Fund
X	Other Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

X Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

Health Care

Biotechnology

Health Insurance

Hospitals & Physicians

Pharmaceuticals

Other Health Care

Manufacturing

Real Estate

Commercial

Construction

REITS & Finance

Residential

Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000		X	Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
		Rule 505
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)  

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

	New Notice	Date of First Sale	2014-12-31	First Sale Yet to Occur
X	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

9. Type(s) of Securities Offered (select all that apply)

X	Equity	Pooled Investment Fund Interests
	Debt	Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security	Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? X Yes No

Clarification of Response (if Necessary):

A portion of this offering may be made in the ordinary course of business (i.e., not in connection with a business combination transaction.)

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount		USD	or X Indefinite
Total Amount Sold	$6,739,628	USD
Total Remaining to be Sold		USD	or X Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

19

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Fiera Capital Corp	/s/ Violaine Des Roches	Violaine Des Roches	SVP, Legal Affairs & Compliance, CCO & Corporate Secretary	2016-01-13

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.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.