DAVIDsTEA SC 13G/A | DTEAF 14 Feb 18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

DAVIDsTEA Inc.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

238661102

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule13d-1(b)

☐

Rule13d-1(c)

☒

Rule13d-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 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).


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rainy Day Investments Ltd.
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 11,910,833⁽¹⁾
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER 11,910,833⁽¹⁾
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,910,833⁽¹⁾
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 46.0%⁽²⁾
12.	TYPE OF REPORTING PERSON CO, FI

⁽¹⁾	The number of shares reported as beneficially owned is as of December 31, 2017.

⁽²⁾	Based on 25,844,615 common shares of the Issuer outstanding as of December 6, 2017, as reported in the Issuer’s Quarterly Report on Form10-Q for the quarter ended October 28, 2017, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 7, 2017.

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1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Herschel H. Segal
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 11,910,833⁽¹⁾⁽²⁾
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER 11,910,833⁽¹⁾⁽²⁾
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,910,833⁽¹⁾⁽²⁾
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 46.0%⁽³⁾
12.	TYPE OF REPORTING PERSON IN, FI

⁽¹⁾	The number of shares reported as beneficially owned is as of December 31, 2017.

⁽²⁾	Includes 11,910,833 common shares beneficially owned by Rainy Day, over which Mr. Segal has voting and investment control

⁽³⁾	Based on 25,844,615 common shares of the Issuer outstanding as of December 6, 2017, as reported in the Issuer’s Quarterly Report on Form10-Q for the quarter ended October 28, 2017, as filed with the SEC on December 7, 2017.

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Item 1(a).		Name of Issuer:
		DAVIDsTEA Inc.

Item 1(b).		Address of Issuer’s Principal Executive Offices:
		5430 Ferrier
		Mount-Royal
		Québec, Canada, H4P 1M2

Item 2(a).		Name of Person(s) Filing:
		Rainy Day Investments Ltd.
		Herschel H. Segal

Item 2(b).		Address of Principal Business Office, or if None, Residence:
		Rainy Day Investments Ltd.
		5695 Ferrier
		Mount-Royal
		Québec, Canada, H4P 1N1

		Herschel H. Segal
		c/o Rainy Day Investments Ltd.
		5695 Ferrier
		Mount-Royal
		Québec, Canada, H4P 1N1

Item 2(c).		Citizenship:
		Rainy Day Investments Ltd.: Canada
		Herschel H. Segal: Canada

Item 2(d).		Title of Class of Securities:
		Common Shares

Item 2(e).		CUSIP Number:
		238661102

Item 3.		If This Statement is Filed Pursuant to Rule13d-1(b), or13d-2(b) or (c), Check Whether the Person Filing is a:

(a)	☐	Broker or dealer registered under Section 15 of the Exchange Act.

(b)	☐	Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)	☐	Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d)	☐	Investment company registered under Section 8 of the Investment Company Act.

(e)	☐	An investment adviser in accordance with Rule13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with Rule13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with Rule13d-1(b)(1)(ii)(G);

(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

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(i)	☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)	☐	Anon-U.S. institution in accordance with Rule13d-1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with Rule13d-1(b)(1)(ii)(K).

If filing as anon-U.S. institution in accordance with Rule13d-1(b)(1)(ii)(J), please specify the type of institution:

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:

Rainy Day Investments Ltd.: 11,910,833

Herschel H. Segal: 11,910,833

(b)

Percent of class:

Rainy Day Investments Ltd.: 46.0%

Herschel H. Segal: 46.0%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

Rainy Day Investments Ltd.: 11,910,833

Herschel H. Segal: 11,910,833

(ii)

Shared power to vote or to direct the vote:

Rainy Day Investments Ltd.: 0

Herschel H. Segal: 0

(iii)

Sole power to dispose or to direct the disposition of:

Rainy Day Investments Ltd.: 11,910,833

Herschel H. Segal: 11,910,833

(iv)

Shared power to dispose or to direct the disposition of:

Rainy Day Investments Ltd.: 0

Herschel H. Segal: 0

**	See footnotes on the cover pages, which are incorporated by reference herein.

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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 ☐.


Item 6.		Ownership of More Than Five Percent on Behalf of Another Person.

		N/A

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

		N/A

Item 8.		Identification and Classification of Members of the Group.

		N/A

Item 9.		Notice of Dissolution of Group.

		N/A

Item 10.		Certifications.

		N/A

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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.

Rainy Day Investments Ltd.



By:		/s/ Herschel H. Segal
		Herschel H. Segal, CEO & President

/s/ Herschel H. Segal
Herschel H. Segal

Date: February 14, 2018

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Exhibit List


Exhibit A.		Joint Filing Agreement.

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Exhibit A

Joint Filing Agreement

The undersigned agree that this Schedule 13G, and all amendments thereto, relating to the Common Shares of DAVIDsTEA Inc. shall be filed on behalf of the undersigned.

Rainy Day Investments Ltd.


By:		/s/ Herschel H. Segal
		Herschel H. Segal, CEO & President

/s/ Herschel H. Segal
Herschel H. Segal

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DAVIDsTEA (DTEAF) SC 13G/ADAVIDsTEA Inc.