SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Ovintiv Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
69047Q102
(CUSIP Number)
November 22, 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:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
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 (“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. 69047Q102
| 1. | NAME OF REPORTING PERSON
Wilmington Trust, National Association, as Administrative Trustee | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5. | SOLE VOTING POWER
7,377,596 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
7,377,596 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,377,596 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
Not applicable. | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.72%* | |||||
| 12. | TYPE OF REPORTING PERSON
BK | |||||
Item 1(a). Name of Issuer:
Ovintiv Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
Ovintiv Inc.
Suite 1700, 370 17th Street
Denver, Colorado, 80202
Item 2(a). Name of Person Filing:
Wilmington Trust, National Association, as Administrative Trustee
Item 2(b). Address of Principal Business Office, or if None, Residence:
1100 North Market Street
Wilmington, DE 19890
Item 2(c). Citizenship:
Delaware
Item 2(d). Title of Class of Securities:
Common Shares
Item 2(e). CUSIP Number:
69047Q102
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) ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) ☒ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) ☐ | Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) ☐ | Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a–8); |
| (e) ☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) ☐ | Group, in accordance with § 240.13d–1(b)(1)(ii)(K). |
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: |
7,377,596 shares
| (b) | Percent of class: |
2.72%*
| (c) | Number of shares as to which Wilmington Trust, National Association has: |
(i) Sole power to vote or to direct the vote | 7,377,596 | |||
(ii) Shared power to vote or to direct the vote | 0 | |||
(iii) Sole power to dispose or to direct the disposition of | 7,377,596 | |||
(iv) Shared power to dispose or to direct the disposition of | 0 |
| * | Calculated based on 271,697,868 common shares outstanding, reflecting the number of outstanding common shares as of November 15, 2023, as adjusted to reflect the consummation of a share repurchase by Ovintiv Inc. (the “Company”) of 1,204,545 common shares on November 22, 2023, as disclosed in the Company’s final prospectus supplement dated November 20, 2023, as filed with the Securities and Exchange Commission on November 21, 2023. |
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 5 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.
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. Certifications.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a–11.
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.
| WILMINGTON TRUST, NATIONAL ASSOCIATION, AS ADMINISTRATIVE TRUSTEE | ||
| Date: November 30, 2023 | ||
| Signature: | /s/ Michael Bochanski Jr. | |
| Title: Assistant Vice President | ||
