SC 13G/A 1 sayw24111402_13ga.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Enerflex Ltd.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

29269R105

(CUSIP Number)

September 30, 2024

(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 (“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).

Continued on following pages

Page 1 of 5 Pages

CUSIP No. 29269R105

SCHEDULE 13G

Page 2 of 5 Pages

1	NAMES OF REPORTING PERSONS
	CHAI TRUST COMPANY, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Illinois

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.00%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 29269R105

SCHEDULE 13G

Page 3 of 5 Pages

Item 1(a).

Name of Issuer:

Enerflex Ltd. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Suite 904, 1331 Macleod Trail S.E., Calgary, Alberta, Canada, T2G 0K3

Item 2(a).

Name of Person Filing

This Statement is filed on behalf of Chai Trust Company, LLC (“Chai Trust” and the “Reporting Person”).

This Statement relates to Shares (as defined herein) held directly by: Zell Family Foundation, an Illinois not-for-profit corporation (“ZFF”); EGI-Fund (05-07) Investors, L.L.C., a Delaware limited liability company (“Fund 05-07”); EGI-Fund (08-10) Investors, L.L.C., a Delaware limited liability company (“Fund 08-10”); EGI-Fund (11-13) Investors, L.L.C., a Delaware limited liability company (“Fund 11-13”); EGI-Fund B, L.L.C., a Delaware limited liability company (“Fund B”); and EGI-Fund C, L.L.C., a Delaware limited liability company (“Fund C” and, together with ZFF, Fund 05-07, Fund 08-10, Fund 11-13 and Fund B, the “Funds”). Chai Trust is the investment manager of ZFF, the non-member manager of Fund 05-07, Fund 08-10 and Fund 11-13, and the managing member of Fund B and Fund C. In such capacities, Chai Trust may be deemed to beneficially own the Shares (as defined herein) held directly by the Funds.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606

Item 2(c).

Citizenship:

Chai Trust is an Illinois limited liability company.

Item 2(d).

Title of Class of Securities:

Common Shares, no par value per share (the “Shares”)

Item 2(e).

CUSIP Number:

29269R105

Item 3.

If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

This Item 3 is not applicable.

Item 4.

Ownership:

Item 4(a)

Amount Beneficially Owned:

As of September 30, 2024, the Reporting Person may be deemed the beneficial owner of 0 Shares.

Item 4(b)

Percent of Class:

As of September 30, 2024, the Reporting Person may be deemed the beneficial owner of 0.00% of Shares outstanding.

Item 4(c)

Number of Shares as to which such person has:

(i) Sole power to vote or direct the vote:	0
(ii) Shared power to vote or direct the vote:	0
(iii) Sole power to dispose or direct the disposition of:	0
(iv) Shared power to dispose or direct the disposition of:	0

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 ☒.

CUSIP No. 29269R105

SCHEDULE 13G

Page 4 of 5 Pages

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

See disclosure in Items 2 and 4 hereof. Each of the Funds has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares held directly by such Fund.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

See disclosure in Item 2 hereof.

Item 8.

Identification and Classification of Members of the Group:

This Item 8 is not applicable.

Item 9.

Notice of Dissolution of Group:

This Item 9 is not applicable.

Item 10.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

CUSIP No. 29269R105

SCHEDULE 13G

Page 5 of 5 Pages

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.

	CHAI TRUST COMPANY, LLC

	By:	/s/ Joseph Miron
		Joseph Miron
		Chief Legal Officer

November 14, 2024

Amendment: SEC Form SC 13G/A filed by Enerflex Ltd