Amended Statement of Ownership (sc 13g/a)
2023年2月14日 - 9:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934 (Amendment No.1)*
NUVEI CORPORATION |
(Name of Issuer) |
|
SUBORDINATE VOTING SHARES |
(Title of Class of Securities) |
|
67079A102 |
(CUSIP Number) |
|
December 31, 2022 |
(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)
[x] 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 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. 67079A102 |
Schedule
13G |
|
1.NAME
OF REPORTING PERSON |
|
Philip Fayer |
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP |
(a) [ ] |
(b) [ ] |
|
3. SEC USE ONLY |
4. CITIZENSHIP OR PLACE OF ORGANIZATION |
Canada |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH |
5. SOLE VOTING POWER |
28,052,787 (1) |
|
6. SHARED VOTING POWER |
0 |
|
7. SOLE DISPOSITIVE POWER |
28,052,787 (1) |
|
8. SHARED DISPOSITIVE POWER |
0 |
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON |
|
28,052,787 (1) |
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) |
30.7% (2) |
12. TYPE OF REPORTING PERSON |
IN |
| (1) | Consists of 27,857,328 Multiple
Voting Shares held by Whiskey Papa Fox Inc. and beneficially owned by Philip Fayer and 195,459 Subordinate Voting Shares that Philip
Fayer has the right to acquire within 60 days after December 31, 2022 upon the exercise of stock options held by Philip Fayer. Subordinate
Voting Shares are entitled to one vote per share and Multiple Voting Shares are entitled to 10 votes per share. Multiple Voting Shares
may be converted into Subordinate Voting Shares on a one-for-one basis by Philip Fayer at any time. |
| (2) | Based on 63,461,608 Subordinate
Voting Shares outstanding as of December 31, 2022 and 28,052,787 of Subordinate Voting Shares that
Philip Fayer may acquire within 60 days of December 31, 2022 upon the conversion of Multiple Voting Shares into Subordinate Voting Shares,
or through the exercise of stock options for Subordinate Voting Shares. |
CUSIP
No. 67079A102 |
Schedule
13G |
|
1.NAME
OF REPORTING PERSON |
|
Whiskey Papa Fox Inc. |
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP |
(a) [ ] |
(b) [ ] |
|
3. SEC USE ONLY |
4. CITIZENSHIP OR PLACE OF ORGANIZATION |
Canada |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH |
5. SOLE VOTING POWER |
27,857,328 (1) |
|
6. SHARED VOTING POWER |
0 |
|
7. SOLE DISPOSITIVE POWER |
27,857,328 (1) |
|
8. SHARED DISPOSITIVE POWER |
0 |
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON |
|
27,857,328 (1) |
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) |
30.5% (2) |
12. TYPE OF REPORTING PERSON |
CO |
| (1) | Consists of 27,857,328 Multiple
Voting Shares held by Whiskey Papa Fox Inc. Whiskey Papa Fox Inc. is a holding company controlled by Philip Fayer. Subordinate Voting
Shares are entitled to one vote per share and Multiple Voting Shares are entitled to 10 votes per share. Multiple Voting Shares may be
converted into Subordinate Voting Shares on one-for-one basis by Philip Fayer at any time. |
| (2) | Based on 63,461,608 Subordinate
Voting Shares outstanding as of December 31, 2022 and 27,857,328 of Subordinate Voting Shares that Whiskey Paper Fox Inc. may acquire
within 60 days of December 31, 2022 upon the conversion of Multiple Voting Shares into Subordinate Voting Shares. |
CUSIP
No. 67079A102 |
Schedule
13G |
|
Item
1.
Nuvei Corporation
| (b) | Address of Issuer’s Principal
Executive Offices: |
1100 René-Lévesque Boulevard
West, Suite 900
Montreal,
Quebec H3B 4N4
Item
2.
| (a) | The names of the persons (collectively,
the “Reporting Persons”) filing this Schedule 13G (this “Statement”) are: |
Philip
Fayer
Whiskey Papa Fox Inc.
| (b) | The principal business office
for each of the Reporting Persons is: |
1100 René-Lévesque Boulevard
West, Suite 900
Montreal,
Quebec H3B 4N4
Canada
| (d) | Title of Class of Securities |
Subordinate
Voting Shares
67079A102
Item
3. Filing Category.
Not applicable
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:
See Item 9 of each cover page. |
| (b) | Percent of class: See Item
11 of each cover page. |
| (c) | Number of shares as to which
the person has: |
| (i) | Sole power to vote or to direct
the vote: See Item 5 of each cover page. |
| (ii) | Shared power to vote or to direct
the vote: See Item 6 of each cover page. |
| (iii) | Sole power to dispose or to
direct the disposition of: See Item 7 of each cover page. |
| (iv) | Shared power to dispose or to
direct the disposition of: See Item 8 of each cover page. |
Item
5. Ownership of Five Percent or Less of a Class.
CUSIP
No. 67079A102 |
Schedule
13G |
|
Not
Applicable.
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.
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.
CUSIP
No. 67079A102 |
Schedule
13G |
|
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: February 14,
2023
|
Philip
Fayer |
|
|
|
|
/s/ Philip Fayer
|
|
|
Signature |
|
|
|
|
|
Whiskey
Papa Fox Inc. |
|
|
|
|
/s/ Philip Fayer
|
|
|
Signature |
|
|
Title: |
Chairman and Chief Executive Officer |
CUSIP
No. 67079A102 |
Schedule
13G |
|
Exhibit
Index to Schedule 13G
Exhibit
1 Joint Filing Agreement, dated February 14, 2023, by and among Philip Fayer and Whiskey Papa Fox Inc.
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