UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
The Very Good Food Company Inc.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
88340B109
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-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 (the “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 the Notes.)
CUSIP No. 88340B109
| 1 | NAMES OF REPORTING PERSONS
James Davison | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ☒ (b) ☐ Joint Filing | |||||
| 3 | SEC USE ONLY:
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION:
British | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | SOLE VOTING POWER:
7,802,500(1) | ||||
| 6 | SHARED VOTING POWER:
6,000,000(2) | |||||
| 7 | SOLE DISPOSITIVE POWER:
7,802,500(1) | |||||
| 8 | SHARED DISPOSITIVE POWER:
6,000,000(2) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
13,802,500(1) (2) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
11.5%(3) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN | |||||
| (1) | Includes 1,162,500 options to purchase common shares which are exercisable within 60 days of December 31, 2021. |
| (2) | Consists of 6,000,000 common shares directly held by the spouse of the Reporting Person in respect of which the Reporting Person has shared beneficial ownership. |
| (3) | Based on the quotient obtained by dividing (a) the number of common shares beneficially owned by the Reporting Person as set for in Row 9 by (b) the sum of (i) 118,498,464 common shares outstanding as of December 31, 2021 and (ii) the 1,162,500 options that are beneficially owned by the Reporting Person as described in footnote (1) above. |
CUSIP No. 88340B109
| Item 1(a). | Name of Issuer |
The Very Good Food Company, Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices |
2748 Rupert Street
Vancouver, British Columbia
Canada, V5M 3T7
| Item 2(a). | Name of Person Filing |
James Davison (Chief Research & Development Officer and Co-Founder of the Issuer)
| Item 2(b). | Address of Principal Business Office or, if none, Residence |
James Davison
c/o The Very Good Food Company, Inc.
2748 Rupert Street
Vancouver, British Columbia
Canada, V5M 3T
| Item 2(c). | Citizenship |
See Row 4 of the cover page
| Item 2(d). | Title of Class of Securities |
Common Shares, no par value
| Item 2(e). | CUSIP Number |
88340B109
| Item 3. | Not applicable |
| Item 4. | Ownership |
| (a) | Amount Beneficially Owned: |
See Row 9 of the cover page.
| (b) | Percent of Class: |
See Row 11 of the cover page.
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: |
See Row 5 of the cover page.
| (ii) | shared power to vote or to direct the vote: |
See Row 6 of the cover page.
| (iii) | sole power to dispose or to direct the disposition of: |
See Row 7 of the cover page.
| (iv) | shared power to dispose or to direct the disposition of: |
See Row 8 of the cover page.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Beneficial ownership includes 6,000,000 Common Shares that are directly held by Tania Christina Ellen Friesen, Mr. Davison’s spouse, in respect of which Mr. Davison has shared beneficial ownership.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not applicable
| Item 8. | Identification and Classification of Members of the Group |
Not applicable
| Item 9. | Notice of Dissolution of Group |
Not applicable
| Item 10. | Certifications |
Not applicable
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.
Date: February 17, 2022
| /s/ James Davison |
| James Davison |
