Amendment: SEC Form SC 13G/A filed by GFL Environmental Inc. Subordinate voting shares no par value
| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
SCHEDULE 13G
(Amendment No. 3)*
Under
the Securities Exchange Act of 1934
GFL Environmental Inc.
| (Name of Issuer) |
Subordinate Voting Shares, no par value
| (Title of Class of Securities) |
36168Q104
| (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).
| 1. | Names
of Reporting Persons Ontario Teachers’ Pension Plan Board | |||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) | ☐ | |||
| (b) | ☐ | |||
| 3. | SEC Use Only | |||
| 4. | Citizenship
or Place of Organization Ontario, Canada | |||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole
Voting Power 35,357,367 |
| 6. | Shared
Voting Power 0 | |
| 7. | Sole
Dispositive Power 35,357,367 | |
| 8. | Shared
Dispositive Power 0 | |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 35,357,367 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent
of Class Represented by Amount in Row (9) 9.7%1 | |
| 12. | Type
of Reporting Person (See Instructions) FI |
|
1 Based on 364,726,221 subordinate voting shares (the “Subordinate Voting Shares”) of GFL Environmental Inc. outstanding as of June 30, 2024, as reported on the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on August 1, 2024.
| Item 1. | |||
| (a) | Name
of Issuer: GFL Environmental Inc | ||
| (b) | Address of Issuer’s Principal Executive Offices: 100
New Park Place, Suite 500 | ||
| Item 2. | ||
| (a) | Name
of Person Filing: Ontario Teachers’ Pension Plan Board (“OTPP”) | |
| (b) | Address of Principal
Business Office or, if none, Residence: 160 Front Street West, Suite 3200 Toronto, Ontario, M5J 0G4 | |
| (c) | Citizenship: OTPP is a corporation incorporated under the laws of the Province of Ontario, Canada | |
| (d) | Title of Class
of Securities: Subordinate Voting Shares, no par value | |
| (e) | CUSIP
Number: 36168Q104 | |
| 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: | ||
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ☐ | A non-U.S. institution in accordance with §240.13d-1(b)(ii)(J); | |
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: An employee benefit plan subject to the provisions of the Pension Benefits Act of Ontario and regulations thereunder. | |||
| Item 4. | Ownership | ||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||
| (a) | Amount beneficially owned: 35,357,367 The reported securities are owned by OTPP. Each of Mr. Blake Sumler and Mr. Romeo Leemrijse may be deemed to have the power to dispose of the shares held by OTPP because of a delegation of authority from the President and Chief Executive Officer of OTPP to such persons, and because of a delegation of authority to the President and Chief Executive Officer of OTPP from the Board of Directors of OTPP, each such person expressly disclaims beneficial ownership of such shares. | ||
| (b) | Percent of class: 9.7%2 | ||
| (c) | Number of shares as to which the person has:
| ||
| (i) | Sole power to vote or to direct the vote 35,357,367 | ||
| (ii) | Shared power to vote or to direct the vote 0 | ||
| (iii) | Sole power to dispose or to direct the disposition of 35,357,367 | ||
| (iv) | Shared power to dispose or to 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 ☐ | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| 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. | Certification |
| Not applicable. | |
2 Based on 364,726,221 the Subordinate Voting Shares of GFL Environmental Inc. outstanding as of June 30, 2024, as reported on the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on August 1, 2024.
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: November 8, 2024
| ONTARIO TEACHERS’ PENSION PLAN BOARD | ||||
| By: | /s/ Jonathan Law | |||
| Name: Jonathan Law | ||||
| Title: Managing Director, Corporate & Investments Compliance | ||||