Sec Form 4 Filing - Kochhar Ajay @ Li-Cycle Holdings Corp. - 2024-01-30

FORM 4 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 Kochhar Ajay 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 X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O LI-CYCLE HOLDINGS CORP., 207 QUEENS QUAY WEST, SUITE 590 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2024 (Street) TORONTO, A6M5J 1A7 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Common Shares 01/30/2024 S 27,345 ( 1 ) D $ 0.4633 ( 2 ) 286,294 ( 3 ) D Common Shares 24,862,612 I See Footnote ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kochhar Ajay C/O LI-CYCLE HOLDINGS CORP. 207 QUEENS QUAY WEST, SUITE 590 TORONTO, A6M5J 1A7 X X President and CEO 2829908 Delaware LLC 2351 ROYAL WINDSOR DR UNIT 10 MISSISSAUGA, A6L5J 4S7 X Signatures Ajay Kochhar, /s/ Ajay Kochhar 02/01/2024 Signature of Reporting Person Date 2829908 Delaware LLC, By: /s/ Ajay Kochhar, Authorized Signatory 02/01/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transaction reported reflects automatic sell to cover transactions that do not represent a discretionary trade by the Reporting Person in order to pay the tax liability arising from the vesting and settlement of restricted stock units. ( 2 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.4414 to $0.50275. ( 3 )Includes 171,997 restricted stock units vesting between January 30, 2024 and January 27, 2026. Each restricted stock unit represents a right to receive one share of the Issuer's common shares. ( 4 )Held by 2829908 Delaware LLC, a Delaware limited liability company. Mr. Kochhar has the sole power to control the voting and disposition of the common shares held by 2829908 Delaware LLC by oral agreement. Mr. Kochhar is a director and officer of 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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