Sec Form 13G Filing - Intercap Equity Inc. filing for Docebo Inc.Docebo Inc. - 2021-02-16

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549
___________________________

SCHEDULE 13G

INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

DOCEBO INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

25609L105

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of This 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)

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1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
	Intercap Equity Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [  ]  (b) [  ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ontario, Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			14,624,920
		6	SHARED VOTING POWER
			14,630,554
		7	SOLE DISPOSITIVE POWER
			14,624,920
		8	SHARED DISPOSITIVE POWER
			14,630,554

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,624,920
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [  ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	44.74%
12	TYPE OF REPORTING PERSON*
	CO

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1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
	Jason Chapnik
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [  ]  (b) [  ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ontario, Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			5,634
		6	SHARED VOTING POWER
			14,630,554
		7	SOLE DISPOSITIVE POWER
			5,634
		8	SHARED DISPOSITIVE POWER
			14,630,554

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,634
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [  ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	0.02%
12	TYPE OF REPORTING PERSON*
	IN

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Item 1 (a). Name of Issuer:

Docebo Inc.

Item 1 (b). Address of Issuer's Principal Executive Offices:

366 Adelaide St West

Suite 701

Toronto, Ontario, M5V 1R7

Canada

Item 2 (a). Name of Person Filing:

The persons filing this statement are Intercap Equity Inc., an Ontario corporation ("Intercap"), and Jason Chapnik, an Ontario resident ("Mr. Chapnik"). Together, Intercap and Mr. Chapnik are the "Reporting Persons").

Mr. Chapnik directly or indirectly is the beneficial owner of and has voting control over Intercap.

As a group the Reporting Persons own 44.76% of outstanding securities of the Issuer.

Item 2 (b). Address of Principal Business Office or, if None, Residence:

261 Davenport Road

Suite 200

Toronto, Ontario, M5R 1K3

Canada

Item 2 (c). Citizenship:

Intercap is an Ontario corporation

Mr. Chapnik is a Canadian citizen.

Item 2 (d). Title of Class of Securities:

Common shares, no par value

Item 2 (e). CUSIP Number:

25609L105

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:

 (a) ☐ Broker or dealer registered under Section 15 of the Act;

 (b) ☐ Bank as defined in Section 3(a)(6) of the Act;

 (c) ☐ Insurance Company as defined in Section 3(a)(19) of the Act;

 (d) ☐ Investment Company registered under Section 8 of the Investment Company Act;

 (e) ☐ Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 (f) ☐ Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F);

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 (g) ☐ Parent holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G);

 (h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 (i) ☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940:

 (j) ☐ Group, in accordance with Rule 13d-1(b)(1)(ii)(j).

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

Item 4. Ownership.

 Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.

Intercap Equity Inc.

 (a) Amount beneficially owned:  14,624,920

 (b) Percent of class:  44.74%

 (c) Number of shares as to which such person has:

 (i) Sole power to vote or to direct the vote:  14,624,920

 (ii) Shared power to vote or to direct the vote:  14,630,554

 (iii) Sole power to dispose or to direct the disposition of:  14,624,920

 (iv) Shared power to dispose or to direct the disposition of:  14,630,554

Jason Chapnik

 (a) Amount beneficially owned:  5,634

 (b) Percent of class:  0.02%

 (c) Number of shares as to which such person has:

 (i) Sole power to vote or to direct the vote: 5,634

 (ii) Shared power to vote or to direct the vote:  14,630,554

 (iii) Sole power to dispose or to direct the disposition of:  5,634

 (iv) Shared power to dispose or to direct the disposition of:  14,630,554

Item 5. Ownership of Five Percent or Less of a Class.

 If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to b e the beneficial owner of more than five percent of the class of securities, check the following [  ].

 N/A

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Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 N/A

Item 8. Identification and Classification of Members of the Group.

 N/A

Item 9. Notice of Dissolution of Group.

 N/A

Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

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.

February 16, 2021

	INTERCAP EQUITY INC.
	By:	/s/ Jason Chapnik
	Name:	Jason Chapnik
	Title:	Chairman
	By:	/s/ Jason Chapnik
	Name:	Jason Chapnik

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EXHIBIT INDEX

Exhibit		Description of Exhibit
99.1		Joint Filing Agreement (filed herewith)

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