SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

McLernon John R.

(Last)

(First)

(Middle)

C/O VILLAGE FARMS INTERNATIONAL, INC

4700 80TH STREET

(Street)

DELTA

V4K 3N3

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2020

3. Issuer Name and Ticker or Trading Symbol
Village Farms International, Inc. [ VFF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	31,000	D
Common Shares	30,000	I	Held through Spouse
Common Shares	9,600	I	See footnote⁽¹⁾
Common Shares	23,500	I	See footnote⁽²⁾
Common Shares	14,300	I	See footnote⁽³⁾
Common Shares	500	I	See footnote⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options	⁽⁵⁾	03/29/2026	Common Shares	25,000	$1.09⁽⁶⁾	D
Options	⁽⁷⁾	03/12/2029	Common Shares	20,000	$13.82⁽⁶⁾	D
Options	⁽⁸⁾	06/05/2028	Common Shares	50,000	$4.4⁽⁶⁾	D
Options	⁽⁹⁾	03/18/2024	Common Shares	25,000	$1.12⁽⁶⁾	D
Restricted Share Units⁽¹⁰⁾	⁽¹⁰⁾	⁽¹⁰⁾	Common Shares	20,000	⁽¹⁰⁾	D

Explanation of Responses:

1. Held through a Tax Free Savings Account ("TFSA").

2. Held through a Retirement Income Fund ("RIF").

3. Held through a TFSA for Peggy Elizabeth McLernon (Reporting Person's Spouse).

4. Held through a RIF for Peggy Elizabeth McLernon (Reporting Person's Spouse).

5. The Options were issued on March 29, 2016 and became fully vested on the third anniversary of the grant date.

6. Converted to USD based on the average daily exchange rate of the Bank of Canada reported on December 20, 2019.

7. The Options were issued on March 12, 2019 and will vest over a three year period, with one-third (1/3) of the issued Options vesting on each of the first 3 anniversaries of the date of the grant. As of the date hereof, all 20,000 Options are unvested.

8. The Options were issued on June 5, 2018 and will vest over a three year period, with one-third (1/3) of the issued Options vesting on each of the first 3 anniversaries of the date of the grant. As of the date hereof, 16,667 Options have vested and 33,333 Options are unvested.

9. The Options were issued on March 18, 2014 and became fully vested on the third anniversary of the grant date.

10. The Restricted Share Units ("RSUs") represent the contingent right to receive one share of the Issuer's Common Shares, and do not require payment of a conversion or exercise price. The RSUs vest as certain performance related events are achieved. To date, the performance criteria for these RSUs have not yet been satisfied. The RSUs will expire upon the Reporting Person's resignation from the Issuer.

Remarks:

	/s/Stephen C. Ruffini, Attorney-in-Fact	01/01/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.