| 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) 06/14/2019 | 3. Issuer Name and Ticker or Trading Symbol Loop Industries, Inc. [ LOOP ] | |||||||||||||
| 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) |
| Common Stock, par value $0.0001 per share | 4,093,567 | I | See Footnotes(1)(2)(4) |
| 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 | ||||
| Option (right to buy) | (3) | (3) | Common Stock, par value $0.0001 | 4,093,567 | (3) | D | |
| Explanation of Responses: |
| 1. On May 29, 2019, Loop Industries, Inc. (the "Issuer") entered into a securities purchase agreement by and among the Issuer, Northern Private Capital Fund I Limited Partnership, a Canadian limited partnership ("NPC I LP"), and Daniel Solomita ("Solomita"), in his individual capacity and solely for the purposes of the voting arrangement (the "SPA"). On June 14, 2019, the parties to the SPA entered into an amendment to such SPA, and closed on the registered direct offering (the "Offering"). |
| 2. Andrew Lapham may be deemed to beneficially own indirectly, in the aggregate, 4,093,567 shares of Common Stock, $0.0001 par value per share ("Common Stock"), of the Issuer by reason of his 50% ownership in the voting shares of Northern Private Capital Holdings Ltd., which holds a special limited partnership interest in NPC I LP. In addition, Mr. Lapham owns 50% of the voting shares of each of Northern Private Capital GP I Ltd. (the general partner of NPC I LP) and Northern Private Capital Ltd. (the manager of NPC I LP). |
| 3. Pursuant to the Offering, NPC I LP acquired options to purchase up to an additional 4,093,567 shares of the Issuer's Common Stock at an exercise price of $11.00 per share, which shall vest on December 15, 2019 and are exercisable for three years following the closing of the Offering. |
| 4. The Reporting Person disclaims beneficial ownership of these shares. |
| Remarks: |
| /s/ Andrew Lapaham | 06/24/2019 | |
| ** 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. | ||
