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

1.

Names of Reporting Persons

Alain Bédard

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

Canada

Number of

Shares Beneficially

Owned by Each

Reporting

Person with

5.

Sole Voting Power

5,012,659 (1)

6.

Shared Voting Power

129,533 (2)

7.

Sole Dispositive Power

5,012,659 (1)

8.

Shared Dispositive Power

129,533 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

5,142,192 (1) (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[ ]

11.

Percent of Class Represented by Amount in Row (9)

6.0%(3)

12.

Type of Reporting Person (See Instructions)

IN

(1)

Includes (i) 4,223,491 common shares held directly by Mr. Bédard, (ii) 229,499 common shares held indirectly by Mr. Bédard in various retirement accounts, (iii) 48,181 performance share units scheduled to vest within 60 days of December 31, 2023, (iv) 25,493 restricted share units scheduled to vest within 60 days of December 31, 2023, and (v) 485,995 options to purchase common shares exercisable within 60 days of December 31, 2023.

(2)

Includes 129,533 common shares held by a charitable foundation. Mr. Bédard and his spouse have shared voting and dispositive power over the common shares held by such charitable foundation.

(3)

The percentage is based upon 84,441,733 common shares outstanding as of December 31, 2023, plus (i) 48,181 performance share units scheduled to vest within 60 days of December 31, 2023, (ii) 25,493 restricted share units scheduled to vest within 60 days of December 31, 2023, and (iii) the 485,995 options to purchase common shares held by Mr. Bédard exercisable within 60 days of December 31, 2023.

Item 1(a).

Name of Issuer

Item 1(b).

Address of Issuer’s Principal Executive Offices

Item 2(a).

Name of Person Filing

Item 2(b).

Address of Principal Business Office

Item 2(c).

Citizenship

Item 2(d).

Title of Class of Securities

Item 2(e).

CUSIP No.

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);

(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)(1)(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: _________.

Item 4.

Ownership

Item 5.

Ownership of 5 Percent or Less of a Class.

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person.

Item 7.

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

Item 8.

Identification and Classification of Members of the Group.

Item 9.

Notice of Dissolution of Group.

Item 10.

Certification

ALAIN BÉDARD

/s/ Alain Bédard, by Josiane M. Langlois, attorney-in-fact, pursuant to a Power of Attorney previously filed