UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Just Energy Group Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
48213W95
(CUSIP Number)
June 3, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | 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.
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).
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 control number.
13G
CUSIP No. 48213W95 | Page2 of 8pages |
| 1. | NAMES OF REPORTING PERSONS |
| Ronald V. Joyce | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a)¨ | |
| (b)¨ | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Canada |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER |
| 6. | SHARED VOTING POWER 18,582,348* | |
| 7. | SOLE DISPOSITIVE POWER | |
| 8. | SHARED DISPOSITIVE POWER 18,582,348* |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 18,582,348 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES¨ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 12.68% | |
| 12. | TYPE OF REPORTING PERSON |
| IN | |
*Includes shares that may be deemed to be beneficially owned by Jetport Inc. and The Joyce Foundation
13G
CUSIP No. 48213W95 | Page3 of 8pages |
| 1. | NAMES OF REPORTING PERSONS |
| Jetport Inc. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a)¨ | |
| (b)¨ | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Canada |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER |
| 6. | SHARED VOTING POWER 17,582,348 | |
| 7. | SOLE DISPOSITIVE POWER | |
| 8. | SHARED DISPOSITIVE POWER 17,582,348 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 17,582,348 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES¨ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 12% | |
| 12. | TYPE OF REPORTING PERSON |
| HC, CO | |
CUSIP No. 48213W95 | Page4 of 8pages |
13G
ITEM 1.
(a) Name of Issuer:
Just Energy Group Inc. (“Just Energy”)
(b) Address of Issuer's Principal Executive Offices:
6345 Dixie Road, Mississauga, Ontario, Canada, L5T 2E6
ITEM 2.
(a) Name of Person Filing:
(i) Ronald V. Joyce
(ii) Jetport Inc.
(b) Address of Principal Business Office, or if None, Residence:
(i) and (ii) 4050 Appleby Line, Burlington, Ontario, Canada, L7R 3X4;
(c) Citizenship:
Canada
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 48213W95
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
| (a) | [_] | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). | |
| (b) | [_] | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | [_] | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | [_] | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | [_] | An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); | |
| (f) | [_] | An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); | |
| (g) | [_] | A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); | |
| (h) | [_] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | [_] | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | [_] | Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). |
CUSIP No. 48213W95 | Page5 of 8pages |
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: |
The reporting persons may be deemed to beneficially own 17,582,348 shares of common stock of Just Energy.
Ronald Joyce may be deemed the indirect beneficial owner of 18,582,348 shares of common stock, which includes 17,582,348 shares beneficially owned by Jetport Inc. (which Mr. Joyce is directly or indirectly the controlling shareholder) and 1,000,000 shares held by The Joyce Foundation. Mr. Joyce disclaims beneficial ownership of the 1,000,000 shares held by The Joyce Foundation because voting and investments with respect to such shares are made by a majority of the board of trustees of the Foundation.
(b) Percent of class:
The reporting persons collectively may be deemed to beneficially own 12.68% of the outstanding common stock of Just Energy as of May 15, 2015. Percentage amounts are calculated based upon 146,559,176 shares of common stock outstanding as of May 15, 2015 as reflected in the Form 6-K filed by Just Energy with the Securities and Exchange Commission on May 15, 2015.
(c) Number of shares as to which such person has:
| (i) | Sole power to vote or to direct the vote |
See the responses to Item 5 on the cover pages.
| (ii) | Shared power to vote or to direct the vote |
See the responses to Item 6 on the cover pages.
| (iii) | Sole power to dispose or to direct the disposition of |
See the responses to Item 7 on the cover pages.
| (iv) | Shared power to dispose or to direct the disposition of |
See the responses on Item 8 on the cover pages.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
INSTRUCTION: Dissolution of a group requires a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
CUSIP No. 48213W95 | Page6 of 8pages |
ITEM 10. CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
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.
Dated: June 4, 2015
Ronald V. Joyce
Name: Ronald V. Joyce
Jetport Inc.
By:Ronald V. Joyce
CUSIP No. 48213W95 | Page7 of 8pages |
Exhibit Index
Schedule 13G
| Exhibit Number | Exhibit Description | ||
| 1 | Joint Filing Agreement |
CUSIP No. 48213W95 | Page8 of 8pages |
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of a statement on Schedule 13G and any amendments with respect to the common stock of Just Energy Group Inc. beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G.
Dated June 4, 2015
/s/ Ronald V. Joyce
Name: Ronald V. Joyce
JETPORT INC.
By: /s/ Ronald V. Joyce
Name: Ronald V. Joyce
Chief Executive Officer
