SC 13G 1 tm243603d1_sc13g.htm SC 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.__) *

TRICON RESIDENTIAL INC.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

89612W102

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

o Rule 13d-1(c)

o 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. 89612W102		Page 2 of 6 Pages

1	NAMES OF REPORTING PERSONS

	National Bank of Canada
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
		(a) o
		(b) o
3	SEC USE ONLY:


4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Canada

	5	SOLE VOTING POWER:

		14,432,569 (1)
Number of	6	SHARED VOTING POWER:
Shares
Beneficially		0
Owned by	7	SOLE DISPOSITIVE POWER:
Each Reporting
Person With		14,432,569 (1)
	8	SHARED DISPOSITIVE POWER:

		0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	14,432,569 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

		o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:

	5.3%(2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	FI

(1) Includes 87,338 common shares of the Issuer (“Common Shares”) directly owned by the Reporting Person. Also includes 14,345,231 Common Shares owned by National Bank Financial Inc. (“NBF”), a subsidiary of the Reporting Person. The Reporting Person may be deemed to share beneficial ownership with NBF, as reported above.

(2) Based on a total of 272,356,982 Common Shares outstanding as of September 30, 2023, as reported in the Issuer’s Form 6-K filed with the U.S. Securities and Exchange Commission on November 7, 2023.

CUSIP No. 89612W102

Page 3 of 6 Pages

Item 1(a).

Name of Issuer

Tricon Residential Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices

7 St. Thomas Street, Suite 801

Toronto, Ontario M5S 2B7

Item 2(a).

Name of Person Filing

National Bank of Canada (“NBC”)

Item 2(b).

Address of Principal Business Office or, if none, Residence

National Bank of Canada
600 De La Gauchetière Street West, 4th Floor

Montreal, Quebec

H3B 4L2

Canada

Item 2(c).

Citizenship

Canada

Item 2(d).

Title of Class of Securities

Common Shares

Item 2(e).

CUSIP Number

89612W102

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 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);

(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) x A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K).

CUSIP No. 89612W102

Page 4 of 6 Pages

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: Bank.

Item 4.

Ownership

	(a)	Amount Beneficially Owned: See Item 9 on page 2.

	(b)	Percent of Class: See Item 11 on page 2.

	(c)	Number of shares as to which such person has:

		(i)		sole power to vote or to direct the vote: See Item 5 on page 2.

		(ii)		shared power to vote or to direct the vote: See Item 6 on page 2.

		(iii)		sole power to dispose or to direct the disposition of: See Item 7 on page 2.

		(iv)		shared power to dispose or to direct the disposition of: See Item 8 on page 2.

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 5 percent of the class of securities, check the following x.

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

See Exhibit 99.1.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

CUSIP No. 89612W102

Page 5 of 6 Pages

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to banks is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

CUSIP No. 89612W102

Page 6 of 6 Pages

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.

Date: January 22, 2024	NATIONAL BANK OF CANADA

	By:	/s/ Nizar Araji
		Name: Nizar Araji
		Title: Vice-President and Chief Compliance Officer, Financial Markets

SEC Form SC 13G filed by Tricon Residential Inc.