| 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/03/2017 | 3. Issuer Name and Ticker or Trading Symbol Loop Industries, Inc. [ LLPP ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Warrant | (1) | (1) | Common stock, par value $0.0001 per share | 400,000 | 5.25 | D | |
| Warrant | (2) | (2) | Common stock, par value $0.0001 per share | 50,000 | 5.25 | D | |
| Warrant | (3) | (3) | Common stock, par value $0.0001 per share | 50,000 | 5.25 | D | |
| Warrant | (4) | (4) | Common stock, par value $0.0001 per share | 50,000 | 5.25 | D | |
| Explanation of Responses: |
| 1. Pursuant to the terms of that certain Loop Canada Inc. Employment Agreement (the "Employment Agreement"), dated March 17, 2017, by and between Loop Canada Inc., a federal Canada corporation ("Loop Canada") and wholly owned subsidiary of the Company, and D. Jennifer Rhee, effective April 3, 2017, subject to approval of the board of directors of Loop Canada, Ms. Rhee may receive, as a bonus, 400,000 warrants to purchase common stock of Loop Industries, Inc., at an exercise price of $5.25, which warrant vests quarterly, in equal amounts, over 24 months, beginning April 3, 2017. The term of such warrant would be subject to the determination of the board of directors of Loop Canada. In the event there is a "change of control" (as such term is defined in the Employment Agreement), the warrant shall immediately vest. |
| 2. Pursuant to the terms of the Employment Agreement, Ms. Rhee may receive, as a bonus, a warrant to purchase 50,000 shares of common stock of Loop Industries, Inc., at an exercise price of $5.25, which warrant vests at the completion of the first full-scale production facility of Loop Industries, Inc., which produces a minimum of 10,000 M/T per year of PTA & MEG. The term of such warrant would be subject to the determination of the board of directors of Loop Canada. In the event there is a "change of control" (as such term is defined in the Employment Agreement), the warrant shall immediately vest. |
| 3. Pursuant to the terms of the Employment Agreement, Ms. Rhee may receive, as a bonus, a warrant to purchase 50,000 shares of common stock, at an exercise price of $5.25, which warrant vests once Loop Industries, Inc. delivers a minimum of 10,000 M/T per year of PTA & MEG or PET to a commercial client. The term of such warrant would be subject to the determination of the board of directors of Loop Canada. In the event there is a "change of control" (as such term is defined in the Employment Agreement), the warrant shall immediately vest. |
| 4. Pursuant to the terms of the Employment Agreement, Ms. Rhee may receive, as a bonus, a warrant to purchase 50,000 warrants to purchase common stock of Loop Industries, Inc., at an exercise price of $5.25, that vests at the completion of the second full-scale production facility producing a minimum of 40,000 M/T per year of PTA & MEG. The term of such warrant would be subject to the determination of the board of directors of Loop Canada. In the event there is a "change of control" (as such term is defined in the Employment Agreement), the warrant shall immediately vest. |
| /s/ D. Jennifer Rhee | 04/20/2017 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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. | ||
