Sec Form 13G Filing - ONTARIO TEACHERS PENSION PLAN BOARD filing for GFL Environmental Inc. (GFL) - 2022-02-14

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

CUSIP No. 36168Q104

 

 

1.

Names of Reporting Persons
Ontario Teachers’ Pension Plan Board

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

☐

(b)

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Ontario, Canada

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
43,660,872

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
43,660,872

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
43,660,872

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

 

 

11.

Percent of Class Represented by Amount in Row (9)
13.5%¹

 

 

12.

Type of Reporting Person (See Instructions)
FI

CUSIP No. 36168Q104

 

 

1.

Names of Reporting Persons
OTPP Environmental Services Trust

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

☐

(b)

☐

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Ontario, Canada

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
43,660,872

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
43,660,872

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
43,660,872

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

 

 

11.

Percent of Class Represented by Amount in Row (9)
13.5%²

 

 

12.

Type of Reporting Person (See Instructions)
FI

 

 Item 1.

 

(a)

Name of Issuer:
GFL Environmental Inc

 

(b)

Address of Issuer’s Principal Executive Offices:

100 New Park Place, Suite 500
Vaughan, Ontario, Canada L4K 0H9

 

Item 2.

 

(a)

Name of Person Filing:
(i) Ontario Teachers’ Pension Plan Board (“OTPP”)

 

(ii) OTPP Environmental Services Trust, a wholly-owned subsidiary of OTPP

 

(b)

Address of Principal Business Office or, if none, Residence:
Both Reporting Persons: 5650 Yonge Street, 3^rd Floor, Toronto, Ontario, Canada  M2M 4H5

 

(c)

Citizenship:
Both Reporting Persons are incorporated under the laws of the Province of Ontario, Canada

 

(d)

Title of Class of Securities:
Subordinate Voting Shares, no par value

 

 

(e)

CUSIP Number:
36168Q104

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

 

(a)

☐

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

☐

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

☐

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

☐

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

☐

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

☐

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

☐

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

☐

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

☐

A non‑U.S. institution in accordance with §240.13d‑1(b)(ii)(J);

(k)

☐

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non‑U.S. institution in accordance with §240.13d‑1(b)(1)(ii)(J), please specify the type of institution: An employee benefit plan subject to the provisions of the Pension Benefits Act of Ontario and regulations thereunder.

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:

The reported securities are owned by OTPP Environmental Services Trust, a wholly-owned subsidiary of OTPP. Each of Blake Sumler and Romeo Leemrijse may be deemed to have the power to dispose of the shares held by OTPP Environmental Services Trust because of a delegation of authority from the President and Chief Executive Officer of OTPP to such persons, and because of a delegation of authority to the President and Chief Executive Officer of OTPP from the Board of Directors of each of OTPP and OTPP Environmental Services Trust, and each such person expressly disclaims beneficial ownership of such shares.

 

(b)

Percent of class: 

13.5%³

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

0

 

 

(ii)

Shared power to vote or to direct the vote    

43,660,872

 

 

(iii)

Sole power to dispose or to direct the disposition of   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

43,660,872

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ☐

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

Not applicable.

ONTARIO TEACHERS’ PENSION PLAN BOARD

 

 

 

 

 

 

 

      By:

/s/ Rossana Di Lieto

 

 

 

Name: Rossana Di Lieto

 

 

Title: Senior Managing Director, Chief Compliance Officer & Associate General Counsel

 

 

 

 

 

 

      By:

/s/ Rossana Di Lieto

 

 

 

Name: Rossana Di Lieto

 

 

Title: Senior Managing Director, Chief Compliance Officer & Associate General Counsel