Sec Form 13G Filing - CHAI TRUST CO LLC filing for ENERFLEX, LTD. (EFXT) - 2024-02-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐   Rule 13d-1(b)

☒   Rule 13d-1(c)

☐   Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following pages

Page 1 of 5 Pages

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1	NAMES OF REPORTING PERSONS
	CHAI TRUST COMPANY, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			8,596,691
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			8,596,691
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,596,691
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.94%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

Enerflex Ltd. (the “Issuer”)

Suite 904, 1331 Macleod Trail S.E., Calgary, Alberta, Canada, T2G 0K3

This Statement is filed on behalf of Chai Trust Company, LLC (“Chai Trust” and the “Reporting Person”).

This Statement relates to Shares (as defined herein) held directly by: Zell Family Foundation, an Illinois not-for-profit corporation (“ZFF”); EGI-Fund (05-07) Investors, L.L.C., a Delaware limited liability company (“Fund 05-07”); EGI-Fund (08-10) Investors, L.L.C., a Delaware limited liability company (“Fund 08-10”); EGI-Fund (11-13) Investors, L.L.C., a Delaware limited liability company (“Fund 11-13”); EGI-Fund B, L.L.C., a Delaware limited liability company (“Fund B”); and EGI-Fund C, L.L.C., a Delaware limited liability company (“Fund C” and, together with ZFF, Fund 05-07, Fund 08-10, Fund 11-13 and Fund B, the “Funds”).  Chai Trust is the investment manager of ZFF, the non-member manager of Fund 05-07, Fund 08-10 and Fund 11-13, and the managing member of Fund B and Fund C.  In such capacities, Chai Trust may be deemed to beneficially own the Shares held directly by the Funds.

Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606

Chai Trust is an Illinois limited liability company.

Common Shares, no par value per share (the “Shares”)

29269R105

This Item 3 is not applicable.

As of December 31, 2023, the Reporting Person may be deemed to be the beneficial owner of 8,596,691 Shares, consisting of (1) 267,974 Shares directly held by ZFF, (2) 456,965 Shares directly held by Fund 05-07, (3) 339,305 Shares directly held by Fund 08-10, (4) 927,825 Shares directly held by Fund 11-13, (5) 1,888,651 Shares directly held by Fund B, and (6) 4,715,971 Shares directly held by Fund C.

The Reporting Person may be deemed the beneficial owner of approximately 6.94% of Shares outstanding. The beneficial ownership percentage reported herein was calculated in accordance with Rule 13d-3(d)(1)(i) and is based on 123,927,997 Shares outstanding as of October 31, 2023, as reported in Exhibit 99.3 to the Issuer's Form 6-K filed with the Securities and Exchange Commission on November 9, 2023.

This Item 5 is not applicable.

See disclosure in Items 2 and 4 hereof. Each of the Funds has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares held directly by such Fund.

See disclosure in Item 2 hereof.

This Item 8 is not applicable.

This Item 9 is not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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