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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
GFL Environmental Inc.
(Name of Issuer)
Subordinate Voting Shares, no par value
(Title of Class of Securities)
36168Q104
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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*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).
CUSIP No. 36168Q104
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13G | Page 2 of 6 | ||||
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1.
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Names of Reporting Persons
Ontario Teachers’ Pension Plan Board |
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Ontario, Canada |
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Number of
Shares Beneficially Owned by Each Reporting Person With |
5.
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Sole Voting Power
0 |
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6.
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Shared Voting Power
43,660,872 |
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7.
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Sole Dispositive Power
0 |
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8.
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Shared Dispositive Power
43,660,872 |
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
43,660,872 |
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
13.5%1 |
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12.
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Type of Reporting Person (See Instructions)
FI |
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1 Based on 324,049,859 subordinate voting shares (the “Subordinate Voting Shares”) of GFL Environmental Inc. outstanding as of November 17, 2021, as reported on
the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on November 22, 2021.
CUSIP No. 36168Q104
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13G | Page 2 of 6 | ||||
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1.
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Names of Reporting Persons
OTPP Environmental Services Trust |
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Ontario, Canada |
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Number of
Shares Beneficially Owned by Each Reporting Person With |
5.
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Sole Voting Power
0 |
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6.
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Shared Voting Power
43,660,872 |
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7.
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Sole Dispositive Power
0 |
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8.
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Shared Dispositive Power
43,660,872 |
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
43,660,872 |
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
13.5%2 |
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12.
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Type of Reporting Person (See Instructions)
FI |
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2 Based on 324,049,859 subordinate voting shares (the “Subordinate Voting Shares”) of GFL Environmental Inc. outstanding as of November 17, 2021, as reported on the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on November 22, 2021.
Item 1.
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(a)
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Name of Issuer:
GFL Environmental Inc |
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(b)
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Address of Issuer’s Principal Executive Offices:
100 New Park Place, Suite 500
Vaughan, Ontario, Canada L4K 0H9 |
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Item 2.
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(a)
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Name of Person Filing:
(i) Ontario Teachers’ Pension Plan Board (“OTPP”) (ii) OTPP Environmental Services Trust, a wholly-owned subsidiary of OTPP
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(b)
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Address of Principal Business Office or, if none, Residence:
Both Reporting Persons: 5650 Yonge Street, 3rd Floor, Toronto, Ontario, Canada M2M 4H5 |
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(c)
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Citizenship:
Both Reporting Persons are incorporated under the laws of the Province of Ontario, Canada |
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(d)
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Title of Class of Securities:
Subordinate Voting Shares, no par value |
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(e)
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CUSIP Number:
36168Q104 |
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Item 3.
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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:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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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);
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(j)
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A non‑U.S. institution in accordance with §240.13d‑1(b)(ii)(J);
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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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.
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3 Based on 324,049,859 subordinate voting shares (the “Subordinate Voting Shares”) of GFL Environmental Inc. outstanding as of November 17, 2021, as reported on the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on November 22, 2021.
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.
Date: February 14, 2022
ONTARIO TEACHERS’ PENSION PLAN BOARD
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By:
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/s/ Rossana Di Lieto
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Name: Rossana Di Lieto
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Title: Senior Managing Director, Chief Compliance Officer & Associate General Counsel
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OTPP ENVIRONMENTAL SERVICES TRUST
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By:
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/s/ Rossana Di Lieto
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Name: Rossana Di Lieto
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Title: Senior Managing Director, Chief Compliance Officer & Associate General Counsel
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