Sec Form 4/A Filing - Fengate Trident LP @ Trident Brands Inc - 2020-11-30

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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Fengate Trident LP
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)
(Last) (First) (Middle)
2275 UPPER MIDDLE ROAD EAST, SUITE 700
3. Date of Earliest Transaction (MM/DD/YY)
11/30/2020
(Street)
OAKVILLE, A6L6H 0C3
4. If Amendment, Date Original Filed (MM/DD/YY)
12/03/2020
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 December 31, 2020 $ 0.042 11/30/2020 H( 1 ) 61,795,332 09/27/2016 12/31/2020 Common Stock ( 1 ) ( 1 ) 0 ( 1 ) D ( 2 )
Convertible Promissory Note due December 31, 2020 $ 0.042 11/30/2020 H( 1 ) 16,967,876 09/27/2016 12/31/2020 Common Stock ( 1 ) ( 1 ) 0 ( 1 ) D ( 2 )
Convertible Promissory Note due December 31, 2020 $ 0.042 11/30/2020 H( 1 ) 130,947,002 09/27/2016 12/31/2020 Common Stock ( 1 ) ( 1 ) 0 ( 1 ) D ( 2 )
Convertible Promissory Note due December 31, 2020 $ 0.042 11/30/2020 H( 1 ) 135,308,989 05/09/2017 12/31/2020 Common Stock ( 1 ) ( 1 ) 0 ( 1 ) D ( 2 )
Convertible Promissory Note due December 31, 2020 $ 0.042 11/30/2020 H( 1 ) 43,199,665 05/16/2018 12/31/2020 Common Stock ( 1 ) ( 1 ) 0 ( 1 ) D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fengate Trident LP
2275 UPPER MIDDLE ROAD EAST
SUITE 700
OAKVILLE, A6L6H 0C3
X
Fengate Trident GP Inc.
2275 UPPER MIDDLE ROAD EAST
SUITE 700
OAKVILLE, A6L6H 0C3
X
Fengate Capital Management Ltd.
2275 UPPER MIDDLE ROAD EAST
SUITE 700
OAKVILLE, A6L6H 0C3
X
Signatures
Fengate Trident LP, By: /s/ Heather Crawford, Name: Heather Crawford, Title: Secretary of Fengate Trident GP, the General Partner of Fengate Trident LP 12/18/2020
Signature of Reporting Person Date
Fengate Trident GP Inc., By: /s/ Heather Crawford, Name: Heather Crawford, Title: Secretary 12/18/2020
Signature of Reporting Person Date
Fengate Capital Management Inc., By: /s/ Heather Crawford, Name: Heather Crawford, Title: Secretary 12/18/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transaction involved the agreement to exchange the convertible notes for preferred shares of Trident Brand Inc. (the "Issuer") in full satisfaction of the convertible notes, including all accrued interest. The agreement is subject to the satisfaction of certain conditions. If such conditions are not satisfied by June 30, 2021, Fengate Trident LP may convert such notes into shares of common stock of the Issuer upon 75 days' prior written notice to the Issuer.
( 2 )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:
This Form 4/A amends the Form 4 filed on December 3, 2020 to reflect the termination of the right to convert additional convertible notes into common stock.

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).
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