Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| Lafayette Square USA, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.001 per share |
| (Title of Class of Securities) |
| N/A |
| (CUSIP Number) |
| Soulef Hadjoudj Caisse de dépôt et placement du Québec 1000, place Jean-Paul-Riopelle Montréal, Québec H2Z 2B3 (514) 847-5998 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| December 21, 2022 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
| CUSIP NO. N/A | SCHEDULE 13D | Page 2 of 4 |
| 1 |
NAME OF REPORTING PERSON
Caisse de dépôt et placement du Québec |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Québec, Canada |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
1,212,701.48 |
| 8 |
SHARED VOTING POWER
| |
| 9 |
SOLE DISPOSITIVE POWER
1,212,701.48 | |
| 10 |
SHARED DISPOSITIVE POWER
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,212,701.48 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| CUSIP NO. N/A | SCHEDULE 13D | Page 3 of 4 |
| Item 1. | Security and Issuer. |
This amendment No. 2 (“Amendment No. 2”) to Schedule 13D relates to the Schedule 13D filed on June 24, 2022 , as amended by Amendment No. 1, dated September 14, 2022 (the “Schedule 13 D”) by Caisse de dépôt et placement du Québec (the “Reporting Person”) relating to the Common Stock, par value $0.001 per share (the “Common Stock”) issued by Lafayette Square USA, Inc. (formerly, Lafayette Square Empire BDC, Inc.), a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 175 SW Seventh St., Unit 1911, Miami, Florida, 33130.
Capitalized terms used but not defined in this Amendment No.2 shall have the meanings set forth in the Schedule 13D.
Except as specifically amended by this Amendment No. 2, the Schedule 13D is unchanged.
| Item 2. | Identity and Background. |
Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following information:
“The citizenship of the natural persons who are officers, directors or controlling persons of the Reporting Person is set forth in Annex A hereto.”
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:
“On December 21, 2022, the Reporting Person purchased 338,753.39 shares of Common Stock from the Issuer, at a purchase price of $14.76 per share, for an aggregate purchase price of $5,000,000.04, following the delivery by the Issuer to the Reporting Person of a drawdown notice pursuant to the Subscription Agreement. The source of funds used by the Reporting Person was funds on deposit at the Reporting Person.”
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated to read in full as follows:
“The responses to this Item 5 and the information on the cover page are based on there being 4,916,554.02 shares of Common Stock outstanding as of December 22, 2022.
The information set forth in Items 2 and 3 of this Amendment No. 2 and the cover pages of this Amendment No. 2 is hereby incorporated by reference into this Item 5.
(a) and (b) As a result of the transactions described above, the Reporting Person is the direct beneficial owner of 1,212,701.48 shares of Common Stock, which represents approximately 24.7% of the Issuer's outstanding Common Stock.
(c) The transactions by the Reporting Person in the shares of Common Stock during the past sixty days are set forth in Annex B. Except as otherwise disclosed therein, the Reporting Person has not effected any transaction in the shares of Common Stock in the last 60 days.
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of the shares of Common Stock beneficially owned by the Reporting Person.
(e) Not applicable.”
| CUSIP NO. N/A | SCHEDULE 13D | Page 4 of 4 |
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.
Dated: December 22, 2022
CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC |
||||
| By: | /s/ Soulef Hadjoudj | |||
| Name: | Soulef Hadjoudj | |||
| Title: | Authorized Signatory | |||
Annex A
CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC
Directors and Officers
| Name | Business Address | Principal Occupation or Employment | Citizenship |
| Jean St-Gelais | 1000, place Jean-Paul-Riopelle Montréal, Québec H2Z 2B3 |
Chairman of the Board of Directors | Canadian |
| Jean-François Blais | 1000, place Jean-Paul-Riopelle Montréal, Québec H2Z 2B3 |
Corporate Director | Canadian |
| Ivana Bonnet Zivcevic | 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director Senior Country Officer, Crédit Agricole CIB Italy |
Serbian and French
|
| Alain Côté | 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director | Canadian |
| René Dufresne | 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director President and Chief Executive Officer, Retraite Québec |
Canadian |
| Charles Emond | 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
President, Chief Executive Officer and Corporate Director | Canadian |
| Olga Farman | 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director Managing Director, Norton Rose Fulbright |
Canadian |
| Nelson Gentiletti | 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director | Canadian |
| Name | Business Address | Principal Occupation or Employment | Citizenship |
| Gilles Godbout | 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director | Canadian |
| Lynn Jeanniot | 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director | Canadian |
| Maria S. Jelescu Dreyfus | 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate
Director
|
Romanian |
| Diane Lemieux | 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director President and Chief Executive Officer, Commission de la construction du Québec |
Canadian |
| Martin Longchamps | 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Head of Private Equity | Canadian |
| Wendy Murdock | 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director | Canadian |
| Maxime Aucoin | 1000, place Jean-Paul-Riopelle 9th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Head of Total Portfolio | Canadian |
| Helen Beck | 1000, place Jean-Paul-Riopelle 9th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Head of Equity Markets | Canadian |
| Claude Bergeron | 1000, place Jean-Paul-Riopelle 9th floor Montréal, Québec H2Z 2B3 |
Chief Risk Officer and Head of Depositor Relationships | Canadian |
| Name | Business Address | Principal Occupation or Employment | Citizenship |
| Marc-André Blanchard | 1000, place Jean-Paul-Riopelle 10th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Head of CDPQ Global | Canadian |
| Ani Castonguay | 1000, place Jean-Paul-Riopelle 10th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President, Public Affairs | Canadian |
| Marc Cormier | 1000, place Jean-Paul-Riopelle 6th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Head of Fixed Income | French and Canadian |
| Martin Coiteux | 1000, place Jean-Paul-Riopelle 4th floor Montréal, Québec H2Z 2B3 |
Head of Economic Analysis and Global Strategy | Canadian |
| Vincent Delisle | 1000, place Jean-Paul-Riopelle 7th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Head of Liquid Markets | Canadian |
| Ève Giard | 1000, place Jean-Paul-Riopelle 5th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President, Talent and Performance | Canadian |
| Emmanuel Jaclot | 1000, place Jean-Paul-Riopelle 8th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Head of Infrastructure | French |
| Martin Laguerre | 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Head of Private Equity CDPQ US (New York) | Canadian and American |
| Maarika Paul | 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Chief Financial and Operations Officer | Canadian |
| Alexandre Synnett | 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President, Private Equity, Technology | Canadian |
| Name | Business Address | Principal Occupation or Employment | Citizenship |
| Kim Thomassin | 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Head of Québec | Canadian |
| Nathalie Palladitcheff | 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
President and Chief Executive Officer Ivanohé Cambridge | French |
| Rana Ghorayeb | 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
President and Chief Executive Officer Otéra Capital | Canadian |
| Michel Lalande | 1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President, Legal Affairs and Secretariat | Canadian |
Annex B
Schedule of Transactions
CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC
None, except as described in Item 3 of this Schedule 13D