SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Trident Brands Inc [ TDNT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 11/30/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) 11/05/2019 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Convertible Promissory Note due May 31, 2020 | (2) | (2) | (2) | Common Stock | (2) | $12,300,000(3) | D(1) | ||||||||
Convertible Promissory Note due May 31, 2020 | (2) | (2) | (2) | Common Stock | (2) | $12,300,000(3) | D(1) | ||||||||
Convertible Promissory Note due May 31, 2020 | (4) | (4) | (4) | Common Stock | (4) | $12,300,000(5) | D(1) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Fengate Trident LP is a private investment limited partnership that may be deemed the direct beneficial owner of the securities referred to herein. Fengate Capital Management Ltd. is the investment manager to and Fengate Trident GP, Inc. is the general partner of Fengate Trident LP. Each of the Reporting Persons disclaims beneficial ownership of the securities referred to herein except to the extent of their pecuniary interest therein. |
2. On November 5, 2019, a Form 4 filed by the reporting persons inadvertently included the acquisition of Convertible Promissory Notes with fixed conversion prices of $0.43 and $0.334 when in fact they had exercise prices based on a floating rate formula and therefore were not reportable pursuant to Rule 16a-1(c)(6). |
3. As of November 5, 2019, the reporting persons actually held $12,300,000 face value of fixed conversion price Convertible Notes, which were subject to accrual of interest such that the value would increase over time. |
4. On November 7, 2019, a Form 4 was filed by the reporting persons inadvertently reporting the acquisition of Convertible Promissory Notes with a fixed conversion price of $0.25 when in fact they had an exercise price based on a floating rate formula and therefore were not reportable pursuant to Rule 16a-1(c)(6). |
5. As of November 7, 2019, the reporting persons actually held $12,300,000 face value of fixed conversion price Convertible Notes, which were subject to accrual of interest such that the value would increase over time. |
Remarks: |
This Form 4 Amendment is filed to correct certain Forms 4 filed on November 5 and November 7, 2019. |
Fengate Trident LP, By: /s/Heather Crawford, Name: Heather Crawford, Title: Secretary of Fengate Trident GP, the General Partner of Fengate Trident LP | 03/20/2020 | |
Fengate Trident GP Inc., By: /s/Heather Crawford, Name: Heather Crawford, Title: Secretary | 03/20/2020 | |
Fengate Capital Management Inc., By: /s/Heather Crawford, Name: Heather Crawford, Title: Secretary | 03/20/2020 | |
** 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 4 (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. |