SEC Form SC 13G/A filed by Village Farms International Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Village Farms International, Inc.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
92707Y108
(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. 92707Y108
| 1 |
NAMES OF REPORTING PERSONS
Michael DeGiglio | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☒ (b) ☐ Joint Filing
| |||||
| 3 | SEC USE ONLY:
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | SOLE VOTING POWER:
9,816,195(1) | ||||
| 6 | SHARED VOTING POWER:
0 | |||||
| 7 | SOLE DISPOSITIVE POWER:
9,816,195 | |||||
| 8 | SHARED DISPOSITIVE POWER:
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
9, 816,195 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
11.1%(2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN | |||||
| (1) | Consists of 9,349,529 common shares and options to purchase 466,666 common shares of the Issuer that are exercisable within 60 days of December 31, 2021. See Item 4. |
| (2) | Based on the quotient obtained by dividing (a) the number of common shares beneficially owned by the Reporting Person as set for in Row 9 by (b) the sum of (i) 88,233,929 common shares outstanding as of December 31, 2021 and (ii) options to purchase 466,666 common shares that are exercisable within 60 days of December 31, 2021 beneficially owned by the Reporting Person. |
Item 1(a). Name of Issuer
Village Farms International, Inc. (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Offices
4700 80th Street
Delta, British Columbia
Canada, V4K 3N3
Item 2(a). Name of Person Filing
Michael DeGiglio (Chief Executive Officer of the Issuer)
Item 2(b). Address of Principal Business Office or, if none, Residence
Michael DeGiglio
c/o Village Farms International, Inc.
4700 80th Street
Delta, British Columbia
Canada, V4K 3N3
Item 2(c). Citizenship
See Row 4 of the cover page
Item 2(d). Title of Class of Securities
Common Shares, no par value
Item 2(e). CUSIP Number
92707Y108
Item 3. Not applicable
Item 4. Ownership
(a) Amount Beneficially Owned:
See Row 9 of the cover page.
(b) Percent of Class:
See Row 11 of the cover page.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See Row 5 of the cover page.
(ii) shared power to vote or to direct the vote:
See Row 6 of the cover page.
| (iii) | sole power to dispose or to direct the disposition of: |
See Row 7 of the cover page.
| (iv) | shared power to dispose or to direct the disposition of: |
See Row 8 of the cover page.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable
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
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. Certifications
Not applicable
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: February 3, 2022
| /s/ Michael DeGiglio |
| Michael DeGiglio |