SEC Form SC 13D/A filed by Just Energy Group, Inc. (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 – Exit Filing)*

JUST ENERGY GROUP INC.
(Name of Issuer)

Common Stock
(Title Class of Securities)

48213W408
(CUSIP Number)

Sacha Haque, Esq.
Sagard Credit Partners, LP
161 Bay Street, Suite 5000

Toronto, ON M5J 2S1

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 27, 2021
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

The information required on 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).

* Consists of 1,844,824 Shares held by Sagard Credit and 402,769 Shares held by Sagard Credit on behalf of Sagard Credit Cayman. For administrative convenience, all Shares issued to Sagard Credit Cayman by the Issuer are held by Sagard Credit.

** Assumes 48,078,637 outstanding Shares of the Issuer as of February 25,2021, based on information provided by the Issuer.

* See footnote on first page.

** See footnote on first page.

 * See footnote on first page.

** See footnote on first page.

* See footnote on first page.

** See footnote on first page.

* See footnote on first page.

** See footnote on first page.

* See footnote on first page.

** See footnote on first page.

* See footnote on first page.

** See footnote on first page.

Statement on Schedule 13D

This Amendment No. 1 (“Amendment No. 1”), filed on behalf of the Reporting Persons (as defined below), amends and supplements the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on October 8, 2020 (the “Schedule 13D”) relating to the common shares (the “Shares”), no par value per share, of Just Energy Group Inc., a Canada Business Corporations Act company (the “Issuer”). All capitalized terms used herein, unless otherwise defined herein, shall have the meanings set forth in the Schedule 13D. On May 27, 2021, the Reporting Persons sold an aggregate of 390,657 Shares, and, as a result of such sale, each of the Reporting Persons ceased to be a beneficial owner of more than five percent of the issued and outstanding Shares. The filing of this Amendment No. 1 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

The persons filing this Amendment No. 1 are:

Item 5 is hereby amended and restated in its entirety as follows:

(a), (b) As of the date hereof, Sagard Credit is the record owner of 2,247,593 Shares. Of such 2,247,593 Shares held of record by Sagard Credit, 1,844,824 Shares are held by Sagard Credit for itself and 402,769 Shares are held by Sagard Credit for the benefit of Sagard Credit Cayman, solely as an administrative convenience.

As of the date hereof, Sagard Credit GP is the general partner of Sagard Credit, and the other Sagard Credit Reporting Persons serve in the functions described in Item 2 of the Schedule 13D, and have shared voting and dispositive power over the shares held by Sagard Credit. As such, each of the Sagard Credit Reporting Persons may be deemed to beneficially own the shares held by Sagard Credit.

As of the date hereof, Sagard Credit Cayman GP is the general partner of Sagard Credit Cayman, and the other Sagard Credit Cayman Reporting Persons serve in the functions described in Item 2 of the Schedule 13D, and have shared voting and dispositive power over the shares held by Sagard Credit Cayman. As such, each of the Sagard Credit Cayman Reporting Persons may be deemed to beneficially own the shares held by Sagard Credit Cayman. Also, because Sagard Credit is the record holder of the 402,769 Shares held for Sagard Credit Cayman (solely as an administrative convenience), Sagard Credit and Sagard Credit GP may be deemed to beneficially own the shares held by Sagard Credit Cayman.

Each of the Sagard Credit Reporting Persons and Sagard Credit Cayman Reporting Persons (as each such term is defined in the Schedule 13D) may be deemed to beneficially own 3.8% and 0.8%, respectively, of the Issuer’s outstanding Shares, which percentages are calculated based upon 48,078,637 outstanding Shares of the Issuer.

Collectively, the Reporting Persons beneficially own an aggregate of 2,247,593 Shares, which represents 4.7% of the Issuer's outstanding Shares. The Sagard Credit Reporting Persons and the Sagard Credit Cayman Reporting Persons are under common control and as a result, the Reporting Persons may be deemed to be members of a group. However, the Reporting Persons disclaim such group membership, and this Schedule 13D shall not be deemed an admission that the Reporting Persons are members of a group for purposes of Section 13 or for any other purposes.

In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the “Release”) this filing reflects the securities beneficially owned by Power Corporation of Canada (“PCC”) and certain of its subsidiaries, including Sagard Credit. The filing does not reflect securities beneficially owned, if any, by any subsidiaries of PCC whose ownership of securities is disaggregated from that of PCC in accordance with the Release.

The beneficial ownership of Shares reflected in this Item 5, and in the cover pages, reflect beneficial ownership as of May 27, 2021, on which date each of the Reporting Persons ceased to be a beneficial owner of more than five percent of the Shares.

SignatureS

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.