Sec Form 13D Filing - CAISSE DE DEPOT ET PLACEMENT DU QUEBEC filing for OSISKO GOLD ROYALTIES LTD (OR) - 2022-11-25

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

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

SCHEDULE 13D
(Rule (13d-101)
(Amendment No. 4)

INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13-d2(a)

OSISKO GOLD ROYALTIES LTD
(Name of Issuer)

Common Shares
(Title of Class of Securities)

68827L101
(CUSIP Number)

Soulef Hadjoudj
Caisse de dépôt et placement du Québec
1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3
(514) 847-5998
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 24, 2022
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's 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 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).



1
NAMES OF REPORTING PERSONS
 
 
CDP Investissements Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Québec, Canada
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 
 
 
 
 
8
SHARED VOTING POWER
 
 
11,485,642 (See Items 3 and 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
11,485,642 (See Items 3 and 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
11,485,642 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.2% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

(1) Caisse de dépôt et placement du Québec is the sole owner of CDP Investissements Inc, which directly holds 11,485,642 common shares. See Items 3 and 5 below.
 
(2) The percentage ownership interest is calculated based on 183,777,026 common shares outstanding, as reported in the Issuer’s Management’s Discussion and Analysis for the three and nine months ended September 30, 2022.


1
NAMES OF REPORTING PERSONS
 
 
Caisse de dépôt et placement du Québec
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Québec, Canada
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 
 
 
 
 
8
SHARED VOTING POWER
 
 
11,485,642 (See Items 3 and 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
11,485,642 (See Items 3 and 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
11,485,642 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.2% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

(1) Caisse de dépôt et placement du Québec is the sole owner of CDP Investissements Inc., which holds 11,485,642 common shares. See Items 3 and 5 below.
 
(2) The percentage ownership interest is calculated based on 183,777,026 shares outstanding as reported in the Issuer’s Management’s Discussion and Analysis for the three and nine months ended September 30, 2022.


ITEM 1.
SECURITY AND ISSUER.

This amendment No. 4 (“Amendment No. 4”) amends the Schedule 13D originally filed on August 10, 2017, as amended by Amendment No. 1, dated July 7, 2021, Amendment No. 2, dated July 16, 2021 and Amendment No. 3, dated November 11, 2022 (as amended, the “Schedule 13D”) relating to the Common Shares (the “Shares”) issued by Osisko Gold Royalties Ltd (the “Issuer”).
The principal executive offices of the Issuer are located at 1100 des Canadiens-de-Montréal Avenue, # 300, Montreal (Quebec) CANADA, H3B 2S2.

Capitalized terms used but not defined in this Amendment No. 4 shall have the meanings set forth in the Schedule 13D.

Except as specifically amended by this Amendment No. 4, the Schedule 13D is unchanged.

ITEM 2.
IDENTITY AND BACKGROUND.

Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following information:

“The name, residence or business address and principal occupation or employment of each director, executive officer and controlling person is set forth in Annex A hereto.”

“The citizenship of the natural persons who are officers, directors or controlling persons of each of the Reporting Persons is set forth in Annex A hereto.”

ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER.
 
Item 5 of the Schedule 13D is hereby amended and restated to read in full as follows:
 
“The percentage calculations set forth in this Item 5 and the information on the cover page are based on there being 183,777,026 Shares outstanding.
 
(a) and (b)
 
As a result of the transactions described in Item 3 and 4 of Schedule 13D and the transactions set forth in Annex B, CDP is the direct beneficial owner of 11,485,642 Shares. The Shares held by CDP represent 6.2 % of the Issuer's outstanding Shares. CDPQ, through its ownership of CDP, may be deemed to share voting and dispositive power over the Shares beneficially owned or deemed to be beneficially owned by CDP.
 
(c) The transactions by the Reporting Persons in the Shares during the past sixty days are set forth in Annex B. Except as otherwise disclosed therein, the Reporting Persons have not effected any transaction in the Shares in the last 60 days.
 
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of the Shares beneficially owned by the Reporting Persons.
 
(e) Not applicable. ”
 

Item 7.
MATERIAL TO BE FILED AS EXHIBITS
 
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following:

Exhibit
No.
Description
Joint Filing Agreement, dated as of November 25, 2022, between the Reporting Persons.


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.
 
Dated: November 25, 2022
 
CDP Investissements Inc.
 
By:
 /S/ Mélanie Julien
 
Name:  Mélanie Julien
 
Title:    Assistant Corporate Secretary


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.
 
Dated: November 25, 2022
 
CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC
 
By:
/S/ Soulef Hadjoudj
 
Name:   Soulef Hadjoudj
 
Title:     Authorized Signatory
 

Annex A
 
CDP INVESTISSEMENTS INC
Directors and Officers
 
Name
Business Address
Principal Occupation or Employment
Citizenship
       
 
Kim Thomassin
1000, place Jean-Paul-Riopelle
Corporate Director and President
Canadian
 
Montreal, Quebec, H2Z 2B3
   
       
Christian Grimm
1000, place Jean-Paul-Riopelle
Vice-President
Canadian
 
Montreal, Quebec, H2Z 2B3
   
       
Alice Monet
1000, place Jean-Paul-Riopelle
Corporate Secretary
Canadian
 
Montreal, Quebec, H2Z 2B3
   
       
Mélanie Julien
1000, place Jean-Paul-Riopelle
Assistant Corporate Secretary
Canadian
 
CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC
 
Directors and Officers
 
Name
Business Address
 
Principal Occupation or Employment
Citizenship
Jean St-Gelais
1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3
 
Chairman of the Board of Directors
Canadian
Jean-François Blais
1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3
 
Corporate Director
 
Canadian
Ivana Bonnet Zivcevic
1000, place Jean-Paul-Riopelle
 
Montréal, Québec
H2Z 2B3
 
Corporate Director, Senior Country  Officer,   Crédit Agricole CIB Italy
Serbian, French
Alain Côté
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
 
Corporate Director
Canadian
 
 
René Dufresne
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
 
Corporate Director
President and General Manager, Retraite Québec
 
Canadian


Charles Emond
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
 
President, Chief Executive Officer and  Corporate Director
Canadian
Olga Farman
 
 
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
 
Corporate Director, Managing Director, Norton
 Rose Fulbright
Canadian
Nelson Gentiletti
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
 
Corporate Director
Canadian
Gilles Godbout
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
 
Corporate Director
Canadian
Lynn Jeanniot
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
 
Corporate Director
Canadian
Maria S. Jelescu
Dreyfus
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
 
Corporate Director, Chief Executive Officer, Ardinall Investment Management
Romanian
Diane Lemieux
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
 
Corporate Director, President and Chief Executive Officer, Commission de la construction du Québec
Canadian
Martin Longchamps
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
 
Executive Vice-President and Head of Private   Equity
Canadian
Wendy Murdock
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
 
Corporate Director
Canadian
Maxime Aucoin
1000, place Jean-Paul-Riopelle
9th floor
Montréal, Québec
H2Z 2B3
 
Executive Vice-President and Head of Total Portfolio
Canadian
Helen Beck
1000, place Jean-Paul-Riopelle
9th floor
Montréal, Québec
H2Z 2B3
 
Executive Vice-President and Head of Equity Markets
Canadian


Claude Bergeron
1000, place Jean-Paul-Riopelle
9th floor
Montréal, Québec
H2Z 2B3
 
Chief Risk Officer and Head of Depositor Relationships
Canadian
Marc-André Blanchard
1000, place Jean-Paul-Riopelle
10th floor
Montréal, Québec
H2Z 2B3
 
Executive Vice-President and Head of CDPQ Global
Canadian
Ani Castonguay
1000, place Jean-Paul-Riopelle
10th floor
Montréal, Québec
H2Z 2B3
 
Executive Vice-President, Public Affairs
Canadian
Marc Cormier
1000, place Jean-Paul-Riopelle
6th floor
Montréal, Québec
H2Z 2B3
 
Executive Vice-President and Head of Fixed Income
French and Canadian
Martin Coiteux
1000, place Jean-Paul-Riopelle
4th floor
Montréal, Québec
H2Z 2B3
 
Head of Economic Analysis and Global Strategy
Canadian
Vincent Delisle
1000, place Jean-Paul-Riopelle
7th floor
Montréal, Québec
H2Z 2B3
 
Executive Vice-President and Head of Liquid Markets
Canadian
Ève Giard
1000, place Jean-Paul-Riopelle
5th floor
Montréal, Québec
H2Z 2B3
 
Executive Vice-President, Talent and Performance
Canadian
Emmanuel Jaclot
1000, place Jean-Paul-Riopelle
8th floor
Montréal, Québec
H2Z 2B3
 
Executive Vice-President and Head of Infrastructure
French
Maarika Paul
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
 
Executive Vice-President and Chief Financial and Operations Officer
Canadian
Alexandre Synnett
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
 
Executive Vice-President and Chief Technology Officer
Canadian
Kim Thomassin
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
 
Executive Vice-President and Head of Investments in Québec and Stewardship Investing
Canadian


Nathalie Palladitcheff
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
 
President and Chief Executive Officer Ivanohé Cambridge
French
Rana Ghorayeb
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
 
President and Chief Executive Officer Otéra Capital
Canadian
Michel Lalande
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
 
Executive Vice-President, Legal Affairs and Secretariat
Canadian


 Annex B

Schedule of Transactions

CDP Investissements Inc.
 
Reporting Person
Date of
Transaction
Security
Amount of
Securities Sold
Unit Cost (CAD)
Where and How
Effected1
CDP Investissements Inc.
November 14, 2022
Common Shares
94,593
$17.04
Canada
Toronto Stock Exchange
CDP Investissements Inc.
November 14, 2022
Common Shares
100,000
$17.00
Canada
Toronto Stock Exchange
CDP Investissements Inc.
November 18, 2022
Common Shares
50,000
$17.00
Canada
Toronto Stock Exchange
CDP Investissements Inc.
November 18, 2022
Common Shares
7,100
$17.00
Canada
Toronto Stock Exchange
CDP Investissements Inc.
November 21, 2022
Common Shares
100,000
$17.00
Canada
Toronto Stock Exchange
CDP Investissements Inc
November 21, 2022
Common Shares
50,000
$17.00
Canada
Toronto Stock Exchange
CDP Investissements Inc
November 21, 2022
Common Shares
209,409
$17.00
Canada
Toronto Stock Exchange
CDP Investissements Inc
November 21, 2022
Common Shares
2,600
$17.00
Canada
Toronto Stock Exchange
CDP Investissements Inc
November 22, 2022
Common Shares
200,000
$17.00
Canada
Toronto Stock Exchange
CDP Investissements Inc
November 22, 2022
Common Shares
16,810
$17.00
Canada
Toronto Stock Exchange
CDP Investissements Inc
November 23, 2022
Common Shares
101,702
$17.00
Canada
Toronto Stock Exchange
CDP Investissements Inc
November 23, 2022
Common Shares
500,000
$17.05
Canada
Toronto Stock Exchange
CDP Investissements Inc
November 23, 2022
Common Shares
19,398
$17.08
Canada
Toronto Stock Exchange
 
Caisse de dépôt et placement du Québec
 
None.
 

1 All transactions were effected on the open market on the Toronto Stock Exchange