Sec Form 3 Filing - Glencore AG @ 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 Glencore AG 2. Issuer Name and Ticker or Trading Symbol Li-Cycle Holdings Corp. [ LICY] 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) BAARERMATTSTRASSE 3 3. Date of Earliest Transaction (MM/DD/YY) 12/29/2023 (Street) BAAR, V8CH-6340 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 59,385 I See Footnotes ( 1 ) ( 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 Convertible Notes ( 6 ) ( 3 ) ( 4 ) Common Shares 22,649,003 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Glencore AG BAARERMATTSTRASSE 3 BAAR, V8CH-6340 X GLENCORE INTERNATIONAL AG BAARERMATTSTRASSE 3 BAAR, V8CH-6340 X Glencore plc BAARERMATTSTRASSE 3 BAAR, V8CH-6340 X Signatures See Exhibit 99.1 12/29/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This form is being filed by each of the following reporting persons: Glencore AG, Glencore International AG and Glencore plc (collectively, the "Reporting Persons"). Glencore AG (and Glencore Ltd., which is a branch of Glencore AG) is a direct wholly-owned subsidiary of Glencore International AG and an indirect wholly-owned subsidiary of Glencore plc. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. ( 2 )Represents 18,072 common shares and 41,313 restricted stock units ("RSUs") awarded to Mr. Kunal Sinha under the Li-Cycle Holdings Corp. 2021 Incentive Award Plan. Each RSU represents the contingent right to receive one common share of the Issuer subject to time-vesting conditions in accordance with the underlying award and Mr. Sinha's continued service through such vesting date. Mr. Sinha is the Head of Recycling at Glencore plc and holds the securities reported herein for the benefit of the Reporting Persons, and may, after vesting, if applicable, transfer the securities directly to the Reporting Persons. ( 3 )Currently exercisable. ( 4 )The Convertible Notes are due and payable on May 31, 2027 in an amount equal to the principal amount of the Convertible Notes outstanding on such date (plus any accrued but unpaid interest thereon), unless earlier converted, redeemed or repurchased. ( 5 )Represents the number of Common Shares of the Issuer issuable to Glencore Ltd., a branch of Glencore AG, as of December 29, 2023, upon conversion of all of the Convertible Notes held by Glencore Ltd. at the current conversion price (the "Conversion Price"), which is subject to adjustment. The Convertible Notes accrue interest payable semi-annually, either in cash or by payment-in-kind ("PIK"), in the Issuer's discretion. The Convertible Notes accrue interest at the forward-looking term rate based on the secured overnight financing rate for a tenor comparable to the relevant interest payment period plus 0.42826% (the "Floating Rate"), plus 5% per annum if interest is paid in cash and plus 6% per annum if interest is paid in PIK. The Floating Rate cannot be less than 1% per year nor more than 2% per year. ( 6 )The Conversion Price of the Convertible Notes is $9.95 per $1,000 principal amount of the Convertible Notes, subject to adjustment in accordance with the terms of the Convertible Notes.

Remarks: This 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).Exhibit 99.1 (Joint Filer Information and Signatures) is hereby incorporated herein by reference.

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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