SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Fengate Trident LP

(Last) (First) (Middle)
2275 UPPER MIDDLE ROAD EAST, SUITE 700

(Street)
OAKVILLE A6 L6H 0C3

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Trident Brands Inc [ TDNT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/06/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Note due November 30, 2019 $0.25 11/06/2019 J(1) 3,795,033 11/06/2019 06/30/2020 Common Stock 20,331,176(2) $3,795,033(3) 22,300,000 D(4)
1. Name and Address of Reporting Person*
Fengate Trident LP

(Last) (First) (Middle)
2275 UPPER MIDDLE ROAD EAST, SUITE 700

(Street)
OAKVILLE A6 L6H 0C3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Fengate Trident GP Inc.

(Last) (First) (Middle)
2275 UPPER MIDDLE ROAD EAST, SUITE 700

(Street)
OAKVILLE A6 L6H 0C3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Fengate Capital Management Ltd.

(Last) (First) (Middle)
2275 UPPER MIDDLE ROAD EAST, SUITE 700

(Street)
OAKVILLE A6 L6H 0C3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Acquisition pursuant to a Convertible Promissory Note in the total amount of US$10,000,000 due June 30, 2020, earning interest at a rate of 12%, and convertible at any time at a conversion price equal to the average closing price of the Common Stock for the 10 Trading Days immediate prior to the applicable Conversion Date, less 25%.
2. The Convertible Promissory Note is subject to accrual of interest such that the number of shares will increase over time.
3. The acquisition price of the convertible promissory notes was $3,795,033; however, $936,167.66 was retained by the reporting persons to cover prepaid interest on the convertible promissory notes.
4. Fengate Trident LP is a private investment limited partnership that may be deemed the direct beneficial owner of the securities referred to herein. Fengate Capital Management Ltd. is the investment manager to and Fengate Trident GP, Inc. is the general partner of Fengate Trident LP. Each of the Reporting Persons disclaims beneficial ownership of the securities referred to herein except to the extent of their pecuniary interest therein.
Remarks:
Fengate Trident LP, By: /s/Heather Crawford, Name: Heather Crawford, Title: Secretary of Fengate Trident GP, the General Partner of Fengate Trident LP 11/07/2019
Fengate Trident GP Inc., By: /s/Heather Crawford, Name: Heather Crawford, Title: Secretary 11/07/2019
Fengate Capital Management Inc., By: /s/Heather Crawford, Name: Heather Crawford, Title: Secretary 11/07/2019
** 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 4 (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).
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