FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/01/2020 |
3. Issuer Name and Ticker or Trading Symbol
Village Farms International, Inc. [ VFF ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Shares | 24,900 | D | |
Common Shares | 86,100 | I | Held through Kipco Investments Ltd.(1) |
Common Shares | 28,700 | I | See footnote(2) |
Common Shares | 14,000 | I | See footnote(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Options | (4) | 06/05/2028 | Common Shares | 36,000 | $4.4(5) | D | |
Options | (6) | 03/12/2029 | Common Shares | 20,000 | $13.82(5) | D | |
Options | (7) | 03/29/2026 | Common Shares | 25,000 | $1.09(5) | D | |
Options | (8) | 03/18/2024 | Common Shares | 25,000 | $1.12(5) | D | |
Restricted Share Units | (9) | (9) | Common Shares | 20,000 | (9) | D |
Explanation of Responses: |
1. The Reporting Person is the sole shareholder of Kipco Investments Ltd. and may be deemed the beneficial owner of the Common Shares held by it. |
2. Held through a Registered Retirement Savings Plan ("RRSP"). |
3. Held through a Tax Free Savings Account ("TFSA"). |
4. The Options were issued on June 5, 2018 and will vest over a three year period, with one-third (1/3) of the issued Options vesting on each of the first 3 anniversaries of the date of the grant. As of the date hereof, 12,000 Options have vested and 24,000 Options are unvested. |
5. Converted to USD based on the average daily exchange rate of the Bank of Canada reported on December 20, 2019. |
6. The Options were issued on March 12, 2019 and will vest over a three year period, with one-third (1/3) of the issued Options vesting on each of the first 3 anniversaries of the date of the grant. As of the date hereof, all 20,000 Options are unvested. |
7. The Options were issued on March 29, 2016 and became fully vested on the third anniversary of the grant date. |
8. The Options were issued on March 18, 2014 and became fully vested on the third anniversary of the grant date. |
9. The Restricted Share Units ("RSUs") represent the contingent right to receive one share of the Issuer's Common Shares, and do not require payment of a conversion or exercise price. The RSUs vest as certain performance related events are achieved. To date, the performance criteria for these RSUs have not yet been satisfied. The RSUs will expire upon the Reporting Person's resignation from the Issuer. |
Remarks: |
/s/ Stephen C. Ruffini, Attorney-in-Fact | 01/01/2020 | |
** Signature of Reporting Person | Date | |
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 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |