SEC Form SCHEDULE 13G filed by BRP Inc. (Recreational Products) Common Subordinate Voting Sha
$DOOO
Industrial Specialties
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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BRP Inc. (Name of Issuer) |
Subordinate Voting Shares (Title of Class of Securities) |
05577W200 (CUSIP Number) |
09/30/2024 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 05577W200 |
| 1 | Names of Reporting Persons
Turtle Creek Asset Management Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,616,521.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
10.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: See the response to Item 4(a).
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
BRP Inc. | |
| (b) | Address of issuer's principal executive offices:
726 Saint-Joseph Street, Valcourt, Quebec, Canada, J0E 2L0 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement on Schedule 13G is being filed by Turtle Creek Asset Management Inc. ("Turtle Creek"). | |
| (b) | Address or principal business office or, if none, residence:
Scotia Plaza, 40 King Street West, Suite 5100, Toronto, Ontario M5H 3Y2 Canada | |
| (c) | Citizenship:
Canada | |
| (d) | Title of class of securities:
Subordinate Voting Shares | |
| (e) | CUSIP No.:
05577W200 | |
| 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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Investment advisor | ||
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information set forth on the cover page of this Schedule 13G reflects information as of March 31, 2025, on which date the Reporting Person may have been deemed the beneficial owner of, and had sole voting and dispositive power over, 3,616,521 shares of Subordinate Voting Shares, which represent approximately 10.5% of the shares of Subordinate Voting Shares outstanding. This percentage is based on 34,512,399 shares of Subordinate Voting Shares outstanding as of March 24, 2025, as reported by the Issuer in its annual report on Form 40-F for the fiscal year ended January 31, 2025 filed with the Securities and Exchange Commission on March 26, 2025.
As of December 31, 2024, the Reporting Person may have been deemed the beneficial owner of, and had sole voting and dispositive power over, 2,970,680 shares of Subordinate Voting Shares, which represent approximately 8.6% of the shares of Subordinate Voting Shares outstanding. This percentage is based on 34,490,799 shares of Subordinate Voting Shares outstanding as of December 4, 2024, as reported by the Issuer in Exhibit 99.1 to its Form 6-K filed with the Securities and Exchange Commission on December 6, 2024.
As of September 30, 2024, the Date of Event Which Requires Filing of this Statement of this Schedule 13G, the Reporting Person may have been deemed the beneficial owner of, and had sole voting and dispositive power over, 2,302,073 shares of Subordinate Voting Shares, which represent approximately 6.7% of the shares of Subordinate Voting Shares outstanding. This percentage is based on 34,483,199 shares of Subordinate Voting Shares outstanding as of September 4, 2024, as reported by the Issuer in Exhibit 99.2 to its Form 6-K filed with the Securities and Exchange Commission on September 6, 2024. | |
| (b) | Percent of class:
See the response(s) to Item 11 on the attached cover page and Item 4(a). | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See the response(s) to Item 5 on the attached cover page and Item 4(a). | ||
| (ii) Shared power to vote or to direct the vote:
See the response(s) to Item 6 on the attached cover page and Item 4(a). | ||
| (iii) Sole power to dispose or to direct the disposition of:
See the response(s) to Item 7 on the attached cover page and Item 4(a). | ||
| (iv) Shared power to dispose or to direct the disposition of:
See the response(s) to Item 8 on the attached cover page and Item 4(a). | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Turtle Creek holds the shares of Subordinate Voting Shares reported herein for the benefit of unit holders of mutual funds managed by Turtle Creek, none of whom is known to Turtle Creek to have an interest of more than 5 percent of the class. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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. |
| 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.
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