Sec Form 3 Filing - Johnston Timothy @ Li-Cycle Holdings Corp. - 2023-12-29

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 Johnston Timothy 2. Issuer Name and Ticker or Trading Symbol Li-Cycle Holdings Corp. [ LICY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman & Director (Last) (First) (Middle) C/O LI-CYCLE HOLDINGS CORP., 207 QUEENS QUAY WEST, SUITE 590 3. Date of Earliest Transaction (MM/DD/YY) 12/29/2023 (Street) TORONTO, A6M5J 1A7 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 593,530 ( 1 ) D Common Shares 9,047,167 I By Keperra Holdings Limited ( 2 )

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 Stock Option (right-to-buy) $ 10.93 ( 3 ) 08/10/2031 Common Shares 176,871 D Stock Option (right-to-buy) $ 7.58 ( 4 ) 01/31/2032 Common Shares 92,105 D Stock Option (right-to-buy) $ 5.77 ( 5 ) 01/27/2033 Common Shares 253,028 D Forward sale contract (obligation to sell) ( 6 ) ( 7 ) ( 8 ) ( 6 )( 7 )( 8 ) ( 6 )( 7 )( 8 ) Common Shares 2,000,000 I By Keperra Holdings Limited ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Johnston Timothy C/O LI-CYCLE HOLDINGS CORP. 207 QUEENS QUAY WEST, SUITE 590 TORONTO, A6M5J 1A7 X Executive Chairman & Director Signatures /s/ Ajay Kochhar, as Attorney-In-Fact 12/29/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes (i) 36,032 restricted stock units ("RSUs") that vest on August 10, 2024, (ii) 19,239 RSUs that vest on January 31, 2024, (iii) 19,239 RSUs that vest on January 31, 2025, (iv) 48,743 RSUs that vest on January 27, 2024, (v) 48,744 RSUs that vest on January 27, 2025, and (vi) 48,743 RSUs that vest on January 27, 2026. ( 2 )The reporting person is the sole shareholder of Keperra Holdings Limited ("Keperra Holdings"). ( 3 )The stock option became exercisable as to 58,957 common shares on August 10, 2022 and 58,957 common shares on August 10, 2023. The stock option becomes exercisable as to the remaining 58,957 common shares on August 10, 2024. ( 4 )The stock option became exercisable as to 30,702 common shares on January 31, 2023. The stock option becomes exercisable as to 30,701 common shares on January 31, 2024 and 30,702 common shares on January 31, 2025. ( 5 )The stock option becomes exercisable as to 84,343 common shares on January 27, 2024, 84,342 common shares on January 27, 2025 and 84,343 common shares on January 27, 2026. ( 6 )As disclosed on the reporting person's Amendment No. 1 to Schedule 13-D, dated May 19, 2023, on May 19, 2023, Keperra Holdings entered into a prepaid variable share forward contract with Citibank, N.A ("Citibank"). The contract obligates Keperra Holdings to deliver to Citibank up to 2,000,000 shares of common shares ("Common Shares") of Li-Cycle Holdings Corp. (the "Issuer") (or, at the reporting person's election, an equivalent amount of cash based on the market price of Common Shares at that time) on August 18, 2024, the maturity date of the contract (the "Maturity Date"). In exchange for assuming this obligation, Keperra Holdings has received a cash payment of $2,626,960.00. ( 7 )(Continued from footnote 6) Keperra Holdings pledged 2,000,000 Common Shares (the "Pledged Shares") to secure his obligations under the contract and retained dividend and voting rights in the Pledged Shares during the term of the pledge (so long as no event of default or similar event occurs under the variable prepaid forward contract or the related pledge and security agreement). The number of Common Shares to be delivered to Citibank on the Maturity Date is to be determined as follows: (a) if the average closing price of the Common Shares on the date that is ten (10) days prior to the Maturity Date (the "Settlement Price") is less than or equal to the price (the "Initial Share Price") at which a particular group of Common Shares were hedged by Citibank (each, an "Applicable Group of Shares"), ( 8 )(Continued from footnote 7) the reporting person will deliver to Citibank all of the Applicable Group of Shares; (b) if the Settlement Price is between the applicable Initial Share Price and an amount equal to 120% of the Initial Share Price (the "Cap Price"), the reporting person will deliver to the buyer a number of Common Shares having a value (based on the Settlement Price) equal to the applicable Initial Share Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the applicable Cap Price, the reporting person will deliver to the purchaser a number of Common Shares having a value (based on the Settlement Price) equal to (i) the sum of (A) the applicable Initial Share Price plus (B) the Settlement Price minus the applicable Initial Share Price, divided by (ii) the Settlement Price.

Remarks: Exhibit 24 Power of AttorneyThis Form 3 is being filed because, beginning January 1, 2024, the Issuer will no longer be eligible to use the forms and rules designated by the Securities and Exchange Commission for foreign private issuers (as defined in Rule 3b-4 of the Securities Exchange Act of 1934, as amended).

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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