Sec Form 3 Filing - Woodward Christopher C. @ Village Farms International, Inc. - 2020-01-01

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 Woodward Christopher C. 2. Issuer Name and Ticker or Trading Symbol Village Farms International, Inc. [ VFF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O VILLAGE FARMS INTERNATIONAL, INC, 4700 80TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2020 (Street) DELTA, A1V4K 3N3 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 Shares 24,900 D Common Shares 86,100 I Held through Kipco Investments Ltd. ( 1 ) Common Shares 28,700 I See footnote ( 2 ) Common Shares 14,000 I See footnote ( 3 )

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 Options $ 4.4 ( 5 ) ( 4 ) 06/05/2028 Common Shares 36,000 D Options $ 13.82 ( 5 ) ( 6 ) 03/12/2029 Common Shares 20,000 D Options $ 1.09 ( 5 ) ( 7 ) 03/29/2026 Common Shares 25,000 D Options $ 1.12 ( 5 ) ( 8 ) 03/18/2024 Common Shares 25,000 D Restricted Share Units ( 9 ) ( 9 ) ( 9 ) Common Shares 20,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Woodward Christopher C. C/O VILLAGE FARMS INTERNATIONAL, INC 4700 80TH STREET DELTA, A1V4K 3N3 X Signatures /s/ Stephen C. Ruffini, Attorney-in-Fact 01/01/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person is the sole shareholder of Kipco Investments Ltd. and may be deemed the beneficial owner of the Common Shares held by it. ( 2 )Held through a Registered Retirement Savings Plan ("RRSP"). ( 3 )Held through a Tax Free Savings Account ("TFSA"). ( 4 )The Options were issued on June 5, 2018 and will vest over a three year period, with one-third (1/3) of the issued Options vesting on each of thefirst 3 anniversaries of the date of the grant. As of the date hereof, 12,000 Options have vested and 24,000 Options are unvested. ( 5 )Converted to USD based on the average daily exchange rate of the Bank of Canada reported on December 20, 2019. ( 6 )The Options were issued on March 12, 2019 and will vest over a three year period, with one-third (1/3) of the issued Options vesting on each ofthe first 3 anniversaries of the date of the grant. As of the date hereof, all 20,000 Options are unvested. ( 7 )The Options were issued on March 29, 2016 and became fully vested on the third anniversary of the grant date. ( 8 )The Options were issued on March 18, 2014 and became fully vested on the third anniversary of the grant date. ( 9 )The Restricted Share Units ("RSUs") represent the contingent right to receive one share of the Issuer's Common Shares, and do not require payment of a conversion or exercise price. The RSUs vest as certain performance related events are achieved. To date, the performance criteria for these RSUs have not yet been satisfied. The RSUs will expire upon the Reporting Person's resignation from the Issuer.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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