Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
* 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 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 (the “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. |
536221104 |
13G |
Page 1
of 7 |
1 |
NAMES
OF REPORTING PERSON(S)
XPNDCroissance Fund Limited Partnership |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Québec, Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
13,825,917 (*) |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
13,825,917 (*) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,825,917 (*) |
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3% (*) |
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
(*) As at December 31, 2021, based on 189,467,612
common shares of The Lion Electric Company (the “Company”) outstanding as November 10, 2021, as reported in the
Company’s management’s discussion and analysis of financial condition and results of operations for the three and nine months
ended September 30, 2021 included as Exhibit 99.1 to the Company’s Report on Form 6-K furnished to the Securities
and Exchange Commission (the “Commission”) on November 10, 2021. This includes 749,327 common shares of the Company
held by XPNDCroissance Fund Limited Partnership that are subject to an option agreement and an escrow agreement pursuant to which such
shares may be transferred to a third party under certain conditions, some of which are not yet met and beyond the control of XPNDCroissance
Fund Limited Partnership. Between December 31, 2021 and the date of filing of this Schedule 13G, an additional 229,029 common shares
of the Company held by XPNDCroissance Fund Limited Partnership were sold.
CUSIP No. |
536221104 |
13G |
Page
2 of 7 |
1 |
NAMES OF REPORTING PERSON(S)
XPND Fund Management Limited Partnership |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Québec, Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
5 |
SOLE VOTING POWER
0 |
6 |
SHARED VOTING POWER
13,825,917 (*) |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
13,825,917 (*) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,825,917 (*) |
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3% (*) |
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
(*) As at December 31, 2021, based on 189,467,612
common shares of The Lion Electric Company (the “Company”) outstanding as November 10, 2021, as reported in the
Company’s management’s discussion and analysis of financial condition and results of operations for the three and nine months
ended September 30, 2021 included as Exhibit 99.1 to the Company’s Report on Form 6-K furnished to the Securities
and Exchange Commission (the “Commission”) on November 10, 2021. This includes 749,327 common shares of the Company
held by XPNDCroissance Fund Limited Partnership that are subject to an option agreement and an escrow agreement pursuant to which such
shares may be transferred to a third party under certain conditions, some of which are not yet met and beyond the control of XPNDCroissance
Fund Limited Partnership. Between December 31, 2021 and the date of filing of this Schedule 13G, an additional 229,029 common shares
of the Company held by XPNDCroissance Fund Limited Partnership were sold.
CUSIP No. |
536221104 |
13G |
Page
3 of 7 |
1 |
NAMES OF REPORTING PERSON(S)
Alexandre Taillefer |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) x |
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
0 |
6 |
SHARED VOTING POWER
13,825,917 (*) |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
13,825,917 (*) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,825,917 (*) |
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3% (*) |
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
(*) As at December 31, 2021,
based on 189,467,612 common shares of The Lion Electric Company (the “Company”) outstanding as November 10, 2021,
as reported in the Company’s management’s discussion and analysis of financial condition and results of operations for the
three and nine months ended September 30, 2021 included as Exhibit 99.1 to the Company’s Report on Form 6-K furnished
to the Securities and Exchange Commission (the “Commission”) on November 10, 2021. This includes 749,327 common
shares of the Company held by XPNDCroissance Fund Limited Partnership that are subject to an option agreement and an escrow agreement
pursuant to which such shares may be transferred to a third party under certain conditions, some of which are not yet met and beyond
the control of XPNDCroissance Fund Limited Partnership. Between December 31, 2021 and the date of filing of this Schedule 13G, an
additional 229,029 common shares of the Company held by XPNDCroissance Fund Limited Partnership were sold.
CUSIP No. |
536221104 |
13G |
Page
4 of 7 |
1 |
NAMES OF REPORTING PERSON(S)
Dominic Bécotte |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) x |
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
0 |
6 |
SHARED VOTING POWER
13,825,917 (*) |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
13,825,917 (*) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,825,917 (*) |
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3% (*) |
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
(*) As at December 31, 2021, based on 189,467,612
common shares of The Lion Electric Company (the “Company”) outstanding as November 10, 2021, as reported in the
Company’s management’s discussion and analysis of financial condition and results of operations for the three and nine months
ended September 30, 2021 included as Exhibit 99.1 to the Company’s Report on Form 6-K furnished to the Securities
and Exchange Commission (the “Commission”) on November 10, 2021. This includes 749,327 common shares of the Company
held by XPNDCroissance Fund Limited Partnership that are subject to an option agreement and an escrow agreement pursuant to which such
shares may be transferred to a third party under certain conditions, some of which are not yet met and beyond the control of XPNDCroissance
Fund Limited Partnership. Between December 31, 2021 and the date of filing of this Schedule 13G, an additional 229,029 common shares
of the Company held by XPNDCroissance Fund Limited Partnership were sold.
CUSIP No. |
536221104 |
13G |
Page
5 of 7 |
| Item 1 (a). | Name of Issuer: |
The Lion Electric Company
| Item 1 (b). | Address of Issuer’s Principal Executive Offices: |
The address of the principal executive
office of The Lion Electric Company is 921 chemin de la Rivière-du-Nord, Saint-Jérôme, Québec, Canada J7Y 5G2.
| Item 2 (a). | Name of Person Filing |
This statement is filed by:
| (i) | XPNDCroissance Fund Limited Partnership, a Québec limited partnership (“XPNDCroissance”); |
| (ii) | XPND Fund Management Limited Partnership, a Québec limited partnership (“XPND Fund Management”); |
| (iii) | Alexandre Taillefer, Managing Partner of XPND Fund Management; and |
| (iv) | Dominic Bécotte, Managing Partner of XPND Fund Management. |
The foregoing persons are hereinafter
sometimes collectively referred to as the “Reporting Persons.” 1
| Item 2 (b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business
office of each of the Reporting Persons is 3 place Ville-Marie, bureau 12350, suite 1-190, Montreal, Quebec, H3B 0E7.
Reference is made to the response to
Item 4 on each of pages 1-4 of this Schedule 13G, which responses are incorporated herein by reference.
| Item 2(d). | Title of Class of Securities: |
Common shares, no par value
536221104
| 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)-(k): Not applicable
Reference is hereby made to the responses
to Items 5-9 and 11 of pages 1 – 4 of this Schedule 13G, which responses are incorporated by reference herein.
| 1 | Neither the present filing nor anything contained herein shall be construed as an admission that the Reporting Persons constitute
a “group” for any purposes, and each expressly disclaims membership in a group. |
CUSIP No. |
536221104 |
13G |
Page
6 of 7 |
The securities reported herein are
held by XPNDCroissance. XPND Fund Management is the general partner of XPNDCroissance. Mr. Taillefer is a Managing Partner and Mr. Bécotte
is a Managing Partner of XPND Fund Management. As such, XPND Fund Management, Mr. Taillefer and Mr. Bécotte may be deemed
to beneficially own the securities held by XPNDCroissance. XPND Fund Management disclaims beneficial ownership of the common shares held
by XPNDCroissance except to the extent of its pecuniary interest therein. Each of Mr. Taillefer and Mr. Bécotte disclaims
beneficial ownership of the common shares held by XPNDCroissance except to the extent of his pecuniary interest therein.
| 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
Not applicable
CUSIP No. |
536221104 |
13G |
Page
7 of 7 |
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: February 14, 2022
XPNDCROISSANCE FUND LIMITED PARTNERSHIP |
|
|
|
By: XPND FUND MANAGEMENT LIMITED PARTNERSHIP |
|
Its: General Partner
for itself and as general partner of XPNDCroissance Fund Limited
Partnership |
|
By: |
/s/ Alexandre Taillefer |
|
By: |
/s/ Dominic Bécotte |
Name: |
Alexandre Taillefer |
|
Name: |
Dominic Bécotte |
Title: |
Managing Partner |
|
Title: |
Managing Partner |
|
/s/ Alexandre Taillefer |
|
/s/ Dominic Bécotte |
|
Alexandre Taillefer |
|
Dominic Bécotte |
EXHIBITS