Canadian Solar (CSIQ) SC 13D/ACanadian Solar / Lion Point Capital ownership change

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 6)¹

Canadian Solar Inc.

(Name of Issuer)

Common Shares, no par value per share

(Title of Class of Securities)

136635109

(CUSIP Number)

IRSHAD KARIM

LION POINT CAPITAL, LP

250 W 55th Street, 33rd Floor

New York, New York 10019

212-356-6200

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 25, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

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¹              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 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).

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

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¹ Includes (1) 272,707 Shares underlying certain convertible senior notes due 2025 (the “Notes”) and (2) 1,300,000 Shares underlying certain call options.

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¹ Includes (1) 272,707 Shares underlying the Notes and (2) 1,300,000 Shares underlying certain call options.

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¹ Includes (1) 272,707 Shares underlying the Notes and (2) 1,300,000 Shares underlying certain call options.

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¹ Includes (1) 272,707 Shares underlying the Notes and (2) 1,300,000 Shares underlying certain call options.

The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

The securities of the Issuer purchased by the Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 881,017 Shares purchased by the Fund is approximately $13,765,079, including brokerage commissions. The aggregate purchase price of the Notes convertible into 272,707 Shares owned directly by the Fund is approximately $10,000,000, including brokerage commissions. The aggregate purchase price of the call options exercisable into 1,300,000 Shares owned directly by the Fund is approximately $4,901,000, including brokerage commissions.

Items 5(a) – (c) and (e) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based on a denominator that is the sum of: (i) 59,371,684 Shares outstanding as of December 31, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on April 28, 2020 and (ii) 272,707 Shares underlying the Notes.

Percentage: 4.1%

Percentage: Approximately 4.1%

Percentage: Approximately 4.1%

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

Item 6 is hereby amended and restated to read as follows:

The Fund has entered into a cash-settled basket equity swap agreement with an unaffiliated third party financial institution as the respective counterparty (the “Basket Swap Agreement”), with Shares of the Issuer making up a portion of the basket, along with shares of other issuers. Additionally, the Fund has entered into certain cash-settled equity swap agreements with several unaffiliated third party financial institutions as the respective counterparties (together with the Basket Swap Agreement, the “Swap Agreements”). In the aggregate, the Swap Agreements held by the Reporting Persons decrease the Reporting Persons’ overall exposure by 32,069 notional Shares, representing less than 1% of the outstanding Shares.

The Swap Agreements provide the Fund with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Swap Agreements (such shares, the “Subject Shares”). Taking into account the Subject Shares, the Fund has economic exposure to an aggregate of 2,421,655 Shares, representing approximately 4.1% of the outstanding Shares. The Reporting Persons disclaim beneficial ownership of the Subject Shares.

The Fund purchased 10,000,000 Notes from the Issuer’s offering which closed on September 15, 2020. The Notes are senior, unsecured obligations of the Issuer and mature on October 1, 2025, unless repurchased, redeemed or converted in accordance with their terms prior to such date. The Notes are convertible at the option of the holder at any time prior to the close of business on the second business day immediately preceding the maturity date. The initial conversion rate of the Notes is 27.2707 Shares of the Issuer, per US$1,000 principal amount of Notes. The conversion rate for the Notes is subject to adjustments upon the occurrence of certain events.

The Fund has sold in the over the counter market American-style put options referencing an aggregate of 850,000 Shares, which have an exercise price of $10.00 per Share and expire on January 15, 2021.

The Fund has purchased in the over the counter market American-style call options referencing an aggregate of 1,300,000 Shares, which have an exercise price of $45.00 per Share and expire on January 15, 2021.

The Fund has sold short in the over the counter market American-style call options referencing an aggregate of 1,300,000 Shares, which have an exercise price of $50.00 per Share and expire on January 15, 2021.

The Fund has sold short in the over the counter market American-style put options referencing an aggregate of 1,300,000 Shares, which have an exercise price of $30.00 per Share and expire on January 15, 2021.

On October 28, 2020, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. The Joint Filing Agreement is attached as Exhibit 99.1 to Amendment No. 5 to the Schedule 13D and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 27, 2020

SCHEDULE A

Transactions in Securities of the Issuer Since the Filing of Amendment No. 5 to the Schedule 13D

Lion point CapitaL, lp 

(through the Fund)

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¹ Represents 200,001 Shares sold short via a custom basket swap entered into with an unaffiliated third party financial institution.

² Reflects the net price for the total basket of securities, which includes Shares of common stock of the Issuer.

³ Represents 64,720 Shares sold short via a custom basket swap entered into with an unaffiliated third party financial institution.

⁴ Represents 135,000 Shares sold short via a custom basket swap entered into with an unaffiliated third party financial institution.

⁵ Represents 150,000 Shares sold short via a custom basket swap entered into with an unaffiliated third party financial institution.

⁶ Represents a purchase to cover a short position. These call options expire on January 15, 2021.

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