Subordinate Voting Shares, no par value
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(Title of Class of Securities)
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1
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NAMES OF REPORTING PERSONS
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Craig Perry
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF AND OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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Not Applicable
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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17,690,592(1)
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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17,690,592(1)
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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17,690,592(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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NOT APPLICABLE
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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33.86%(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1) |
Consists of 89,013 subordinate voting shares of the Issuer, options exercisable to acquire 1,621,223 subordinate voting shares of the Issuer within 60 days of July 9, 2022, units of HB2 Origination, LLC
exercisable to acquire 15,964,409 subordinate voting shares of the Issuer within 60 days of July 9, 2022, and proportionate voting shares of the Issuer convertible into 15,947.29 subordinate voting shares of the Issuer (each with 1,000
voting rights).
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(2) |
The percentages used herein are calculated based upon 33,767,947 outstanding subordinate voting shares, 8,748.47 outstanding multiple voting shares, each convertible into 100 subordinate
voting shares of the Issuer, and 15,947.29 outstanding proportionate voting shares, each convertible into one subordinate voting share of the Issuer, as of June 30, 2022, plus 17,585,632 subordinate voting shares in aggregate underlying
convertible securities which are beneficially owned by the Reporting Person and included pursuant to Rule 13d-3(d)(1)(i) of the Act.
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Item 1. |
Security and Issuer
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(a) |
Title of Class of Securities:
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(b) |
Name of Issuer:
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(c) |
Address of Issuer’s Principal Executive Offices:
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Item 2. |
Identity and Background
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(a) |
Name of Reporting Person:
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(b) |
Principal Business Address:
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(c) |
Occupation, Employment and Other Information:
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(d) |
Criminal convictions:
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(e) |
Civil proceedings:
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(f) |
Citizenship:
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Item 3. |
Source and Amount of Funds or Other Consideration:
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Item 4. |
Purpose of Transaction
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Item 5. |
Interest in Securities of the Issuer:
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(a) |
Number of shares as to which the Reporting Person has:
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(i) |
Sole power to vote or to direct the vote: 17,690,592
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(ii) |
Shared power to vote or to direct the vote: 0
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(iii) |
Sole power to dispose or direct the disposition: 17,690,592
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(iv) |
Shared power to dispose or direct the disposition: 0
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(v) |
Aggregate amount of shares beneficially owned: 17,690,592
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(vi) |
Percent of class represented in Item (v) above: 33.86%
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(b) |
See Item 5.
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(c) |
Not applicable.
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(d) |
Not applicable.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer:
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Item 7. |
Material to Be Filed as Exhibits:
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Date:
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July 8, 2022
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/s/ Craig Perry
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Craig Perry
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