Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

(Amendment No. **)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

 

 

Trident Brands, Inc.

(Name of Issuer)

Common Stock, $.001 par value

(Title of Class of Securities)

89616C 201

(CUSIP Number)

September 30, 2016**

Date of Event Which Requires Filing of the 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 persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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 (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).

 

**

This report on Schedule 13G is being filed to report holdings which, as a result of administrative error, were not identified as requiring a filing on Schedule 13G at the time such reports were due. Upon discovering this oversight, the reporting person promptly took steps to file this Schedule 13G, which reflects information that should have been reported at January 31, 2015, the year ending December 31, 2015, and at September 30, 2016. See Item 4 of the disclosure for additional information.

 

 

 

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CUSIP No. 89616C201		Page 2 of 5

1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   LPF (MCTECH) Investment Corp.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION       Canadian Company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER       12,399,9401
				6.		SHARED VOTING POWER       0
				7.		SOLE DISPOSITIVE POWER       12,399,9401
				8.		SHARED DISPOSITIVE POWER       0
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       12,399,940 shares1
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)       Approximately 27.6%1, 2
12.		TYPE OF REPORTING PERSON       EP/FI

 

1

As of September 30, 2016. Held in the form of 2 million shares of common stock and certain convertible notes which, as of September 30, 2016, were convertible into 10,399,940 shares of common stock. See Item 4 of the disclosure for information regarding holdings as of January 31, 2015 and December 31, 2015.

2	Based on 34,534,719 shares outstanding, per Form 8-K filed on October 4, 2016, plus 10,399,940 shares of common stock into which the convertible notes mentioned in footnote 1 may be converted.

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CUSIP No. 89616C201		Page 3 of 5

Item 1(a)

Name of Issuer:

Trident Brands, Inc.

 

Item 1(b)

Address of Issuers Principal Executive Offices:

200 South Executive Drive

Suite 101

Brookfield, WI 53005

 

Item 2(a)

Name of Person Filing

LPF (MCTECH) Investment Corp.

 

Item 2(b)

Address of Principal Business Office

1315 North Service Rd. East

6th Floor

Oakville, ON, L6H 1A7, Canada

 

Item 2(c)

Citizenship

Ontario, Canada

 

Item 2(d)

Title of Class of Securities:

Common Stock, $.001 par value

 

Item 2(e)

CUSIP Number: 89616C 201

 

Item 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

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CUSIP No. 89616C201		Page 4 of 5

If filing as a non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J), please specify the type of institution: LPF (MCTECH) Investment Corp. is a Canadian pension fund investment corporation wholly owned by the Labourers Pension Fund of Central and Eastern Canada (a functional equivalent of an employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)).

If this statement is filed pursuant to Rule 13d-1(c), check this box:  ☐

 

Item 4

Ownership:

 

(a)

Amount beneficially owned:

 

(b)

Percent of Class:

 

(c)

Number of shares as to which such person has: (i) sole power to vote or to direct the vote of; (ii) shared power to vote or to direct the vote of; (iii) sole power to dispose or to direct the disposition of; and/or (iv) shared power to dispose or to direct the disposition of:

This report on Schedule 13G is being filed to reflect positions which, as a result of an administrative error, were not identified as requiring a filing on Schedule 13G at the time such reports were due. Upon discovering this oversight, the reporting person promptly took steps to file this Schedule 13G, which reflects information that should have been included at January 31, 2015, the year ending December 31, 2015, and at September 30, 2016.

As of September 30, 2016, LPF (MCTECH) Investment Corp. had voting and dispositive power over 12,399,940 shares of the issuers common stock, representing approximately 27.6% of the class, held in the form of 2,000,000 shares of common stock and three convertible promissory notes which, as of September 30, 2016, were convertible into 10,399,940 shares of common stock. (All percentages based on 34,534,719 shares outstanding as of September 30, 2016, per Form 8-K dated October 4, 2016, plus 10,399,940 shares of common stock into which the aforementioned convertible notes may be converted.)

As of December 31, 2015, LPF (MCTECH) Investment Corp. had voting and dispositive power over 5,405,680 shares of the issuers common stock, representing approximately 17.2% of the class, held in the form of 2,000,000 shares of common stock and in 2 convertible promissory notes which, as of December 31, 2015, were convertible into 3,405,680 shares of common stock. (All percentages based on 28,000,000 shares outstanding as of December 31, 2015, per Form 10-Q dated October 15, 2015, plus 3,405,680 shares of common stock into which the aforementioned convertible notes may be converted.)

As of January 31, 2015, LPF (MCTECH) Investment Corp. had voting and dispositive power over 4,535,211 shares of the issuers common stock, representing approximately 14.9% of the class, held in the form of 2,000,000 shares of common stock and a convertible promissory note

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CUSIP No. 89616C201		Page 5 of 5

which, as of January 31, 2015, was convertible into 2,535,211 shares of common stock. (All percentages based on 28,000,000 shares outstanding as of January 31, 2015, per Form 10-Q dated October 14, 2014 plus 2,535,211 shares of common stock into which the aforementioned convertible notes may be converted.)

 

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

Certification:

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. I also certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to the reporting person is substantially comparable to the regulatory scheme applicable to the equivalent U.S. institution, and that I undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 16th day of February, 2017.

 

LPF (MCTECH) Investment Corp.
By:		/s/ David DAgostini
Name:		David DAgostini
Title:		Secretary-Treasurer