UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ) *
DAVIDsTEA Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
238661102
(CUSIP Number)
September 20, 2018
(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 (“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 theNotes).
SCHEDULE 13G
| CUSIP No. 238661102 |
| 1 | Names of Reporting Persons
TDM Asset Management Pty Ltd | |||||
| 2 | Check the appropriate box if a member of a Group (see instructions) (a) ☐ (b) ☐
| |||||
| 3 | Sec Use Only
| |||||
| 4 | Citizenship or Place of Organization
Australia | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power
2,374,751 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
2,374,751 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,374,751 | |||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ | |||||
| 11 | Percent of class represented by amount in row (9)
9.13% (1) | |||||
| 12 | Type of Reporting Person (See Instructions)
FI | |||||
| (1) | Based upon 25,996,629 shares of the Issuer’s common shares outstanding as of September 10, 2018, as reported by the Issuer on its Form10-Q filed with the Securities and Exchange Commission on September 13, 2018. |
Page 2 of 6
EXPLANATORY NOTE
TDM Asset Management PTY Ltd (“TDM”) previously reported its beneficial ownership on Schedule 13G (and amendments thereto) with respect to the Common Shares of DAVIDsTEA Inc. (the “Issuer”), in accordance withRule 13d-1(b). Ben Gisz, a director of TDM, consented to act as a director of the Issuer and had been put forward by the Issuer as a nominee for the Issuer’s board of directors (the “Board”). Accordingly, although TDM did not necessarily believe that it was required to file a Schedule 13D as a result of Mr. Gisz consenting to act as a director of the Issuer, TDM has determined to file a Schedule 13D with the Securities and Exchange Commission on Schedule 13D. Mr. Gisz was not elected as a director, and as a result TDM is reverting back to filing on a Schedule 13G.
| Item 1. |
| (a) | Name of Issuer: |
DAVIDsTEA Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
5430 Ferrier
Mount-Royal, Québec, Canada, H4P 1M2
| Item 2. |
| (a) | Name of Person Filing: |
TDM Asset Management Pty Ltd
| (b) | Address of Principal Business Office or, if None, Residence: |
Level 9, 131 Macquarie Street
Sydney
New South Wales
Australia
| (c) | Citizenship: |
Australian
| (d) | Title and Class of Securities: |
Common Shares
| (d) | CUSIP No.: |
238661102
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act; | ||
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act; | ||
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act; | ||
Page 3 of 6
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940; | ||
| (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 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; | ||
| (j) | ☒ | Anon-U.S. institution in accordance with Rule240.13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with Rule240.13d-1(b)(1)(ii)(K). If filing as anon-U.S. institution in accordance with Rule240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||
Item 4: Ownership
| (a) | Amount Beneficially Owned: 2,374,751 |
| (b) | Percent of Class: 9.13% (1) |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 2,374,751 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 2,374,751 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| (1) | Based upon 25,996,629 shares of the Issuer’s common shares outstanding as of September 10, 2018, as reported by the Issuer on its Form10-Q filed with the Securities and Exchange Commission on September 13, 2018. |
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.
Not applicable.
Item 7: Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.
Not applicable.
Page 4 of 6
Item 8: Identification and classification of members of the group.
Not applicable.
Item 9: Notice of Dissolution of Group.
Not applicable.
Item 10: Certifications.
By signing below I certify that, to the best of my knowledge and belief, (i) the securities referred to above were acquired and are held in the ordinary course of business and 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 that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11, and (ii) the foreign regulatory scheme applicable to investment advisors is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
Page 5 of 6
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:September 21, 2018 | ||
/s/ Benjamin Gisz | ||
| Name: Benjamin Gisz | ||
| Title: Director | ||
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
Page 6 of 6
