Sec Form 3 Filing - Risley John Carter @ Loop Industries, Inc. - 2019-06-14-06:00

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Risley John Carter
2. Issuer Name and Ticker or Trading Symbol
Loop Industries, Inc. [ LOOP]
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)
757 BEDFORD HIGHWAY
3. Date of Earliest Transaction (MM/DD/YY)
06/14-06:00/2019
(Street)
BEDFORD, A5B4A3Z7
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Common Stock, par value $0.0001 per share 4,093,567 I See Footnotes ( 1 ) ( 2 ) ( 4 )
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
Option (right to buy) ( 3 ) ( 3 ) ( 3 ) Common Stock, par value $0.0001 4,093,567 I See Footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Risley John Carter
757 BEDFORD HIGHWAY
BEDFORD, A5B4A3Z7
X
Signatures
/s/ John Risley 07/08-06:00/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 29, 2019, Loop Industries, Inc. (the "Issuer") entered into a securities purchase agreement by and among the Issuer, Northern Private Capital Fund I Limited Partnership, a Canadian limited partnership ("NPC I LP"), and Daniel Solomita ("Solomita"), in his individual capacity and solely for the purposes of the voting arrangement (the "SPA"). On June 14, 2019, the parties to the SPA entered into an amendment to such SPA, and closed on the registered direct offering (the "Offering").
( 2 )John Risley (the "Reporting Person") may be deemed to beneficially own indirectly, in the aggregate, 4,093,567 shares of Common Stock, $0.0001 par value per share ("Common Stock"), of the Issuer by reason of the Reporting Person's control of CFFI Ventures Inc., which has 50% ownership in the voting shares of Northern Private Capital Holdings Ltd. (which holds a special limited partnership interest in NPC I LP), and which also holds 50% of the voting shares of Northern Private Capital GP I Ltd. (the general partner of NPC I LP).
( 3 )Pursuant to the Offering, the Reporting Person may be deemed to have acquired options to purchase up to an additional 4,093,567 shares of the Issuer's Common Stock at an exercise price of $11.00 per share, which shall vest on December 15, 2019 and are exercisable for three years following the closing of the Offering.
( 4 )The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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