SC 13G/A 1 brhc10032949_sc13ga.htm SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

DOCEBO INC.

(Name of Issuer)

Common Shares, No Par Value

(Title of Class of Securities)

	25609L105
	(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. 25609L105

1	NAMES OF REPORTING PERSONS
	DANIEL KLASS

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


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	CANADA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			644,183

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			644,183

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	644,183

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

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.97%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

* Based on 32,782,506 Common Shares outstanding of the Issuer as of September 30, 2021, as reported in the Issuer’s unaudited condensed consolidated interim financial statements furnished on a report on Form 6-K filed with the U.S. Securities and Exchange Commission (“SEC”) on November 12, 2021.

-2-

Item 1(a).

Name of Issuer:

Docebo Inc.

Item 1(b).

Address of Issuer's Principal Executive Offices:

366 Adelaide St. West, Suite 701, Toronto, Ontario, Canada M5V 1R7

Item 2(a).

Name of Person Filing:

Daniel Klass

Item 2(b).

Address or principal business office or, if none, residence:

c/o Klass Capital Corporation, 2 Bloor Street West, Suite 3406, Toronto, Ontario, Canada M4W 3E2

Item 2(c).

Citizenship:

Canada

Item 2(d).

Title of class of securities:

Common Shares, No Par Value

Item 2(e).

CUSIP No.:

The CUSIP number of the Common Shares is 25609L105.

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:

Not Applicable.

Item 4.

Ownership

(a)	Amount beneficially owned: 644,183 as of December 31, 2021

As of December 31, 2021, (i) 5,883 Common Shares were held by Daniel Klass directly, (ii) 37,000 Common Shares were held by Klass Capital Corporation and (iii) 601,300 Common Shares were held by Klass.com Subsidiary Ltd., over which Daniel Klass has sole voting power. Daniel Klass beneficially owns all of these 644,183 Common Shares.

(b)	Percent of class: 1.97%

The percentage of beneficial ownership is calculated based on 32,782,506 Common Shares outstanding of the Issuer as of September 30, 2021, as reported in the Issuer’s unaudited condensed consolidated interim financial statements furnished on a report on Form 6-K filed with the SEC on November 12, 2021.

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

(i)	Sole power to vote or to direct the vote: 644,183

(ii)	Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 644,183

(iv)	Shared power to dispose or to direct the disposition of: 0

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Item 5.

Ownership of 5 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 ☒.

Item 6.

Ownership of More than 5 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.

See Exhibit 1 to this statement on Schedule 13G.

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.

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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.

Dated: January 19, 2022

	/s/ Daniel Klass
	Daniel Klass

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EXHIBIT 1

CONTROLLED COMPANIES

NAME OF CONTROLLED COMPANY	JURISDICTION OF INCORPORATION	CATEGORY
Klass.com Subsidiary Ltd.	NOVA SCOTIA, CANADA	CO
Klass Capital Corporation	ONTARIO, CANADA	CO

SEC Form SC 13G/A filed by Docebo Inc. (Amendment)