Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
14 February 2024 - 10:20AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
VersaBank
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
92512J106
(CUSIP Number)
December 31, 2023
(Date of Event which Requires Filing of this
Statement)
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 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 (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).
1. |
Names of Reporting
Persons
340268 Ontario
Limited
|
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
Canada
|
Number
of
Shares Beneficially Owned By
Each
Reporting Person
With |
5. |
Sole Voting Power
8,511,652 Common
Shares
|
6. |
Shared Voting
Power
0
|
7. |
Sole Dispositive
Power
8,511,652 Common
Shares
|
8. |
Shared Dispositive
Power
0
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
8,511,652
|
10. |
Check Box If the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11. |
Percent of Class
Represented By Amount in Row (9)
32.78%
|
12. |
Type of Reporting Person
(See Instructions)
CO
|
| Item 1(a). | Name of Issuer: |
VersaBank
| Item 1(b). | Address of the Issuer’s Principal Executive Offices: |
140 Fullarton Street, Suite 2002
London, Ontario N6A 5P2 Canada
| Item 2(a). | Name of Person Filing: |
340268 Ontario Limited
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office is 5093
Fountain Street North, P.O. Box 249, Breslau, Ontario N0B 1M0, Canada.
Canada.
| Item 2(d). | Title of Class of Securities: |
Common Shares, no par value.
The CUSIP number of the Commons Shares is 92512J106
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| (a) | Amount beneficially owned: 8,511,652 as of December 31, 2023 |
As of December 31, 2023, (i) 8,511,652 Common Shares were
held by 340268 Ontario Limited directly and for which the company has sole voting power. 340268 Ontario Limited beneficially owns all
of these 8,511,652 Common Shares.
| (b) | Percent of class: 32.78% |
The percentage of beneficial ownership is calculated based
on 25,964,424 Common Shares issued and outstanding as of December 31, 2023, on an as adjusted basis after giving effect to the Corporation’s
U.S. IPO, as disclosed in the Corporation’s prospectus supplement filed pursuant to General Instruction II.L. of Form F-10 (File
No.333-259481), filed with the SEC on September 13, 2021.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 8,511,652 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 8,511,652 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| Item 5. | Ownership of 5 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 5 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.
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 12, 2024
|
/s/ Patrick George |
|
|
Name: |
Patrick George |
|
|
Title: |
Director and President |
|
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