Li-Cycle (LICY) SC 13D/ALi-Cycle / Johnston Timothy ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D/A

(Amendment No. 3)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Li-Cycle Holdings Corp.

(Name of Issuer)

Common Shares without par value

(Title of Class of Securities)

50202P105

(CUSIP Number)

Timothy Johnston

Keperra Holdings Limited

c/o Barry L. Fischer

55 East Monroe Street, 37th Floor

Chicago, IL 60603

(312) 580-2201

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 18, 2024

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

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).

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All share amounts and prices per share in this Amendment reflect the Share Consolidation. In accordance with the rules of the SEC governing beneficial ownership, the calculation of percentage ownership includes Common Shares that the Reporting Person has the right to acquire within 60 days but does not include any other Common Shares issuable upon the exercise of any other outstanding options, warrants or similar instruments held by other persons.

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This Amendment No. 3 (this “Amendment”) amends and supplements that certain statement on Schedule 13D, which was filed on August 16, 2021 (the “Original Statement”) with the Securities and Exchange Commission (the “SEC”) jointly by (1) Timothy Johnston, (2) Keperra Holdings Limited, a corporation organized under the laws of the Province of Ontario, Canada and successor to Keperra Holdings Ltd., a Guernsey corporation (“Keperra Holdings”), which was previously controlled by Mr. Johnston through Artemis Nominees Limited (“Artemis Nominees”), which previously held legal title to 100 shares of Keperra Holdings as nominee and trustee for Mr. Johnston, and (3) Artemis Nominees, a corporation organized under the laws of Guernsey, which was a nominee of and trustee for Mr. Johnston (together, the “Previous Reporting Persons”), and relates to the common shares, without par value (the “Common Shares”), of Li-Cycle Holdings Corp. (the “Issuer”), as amended by (i) that certain statement on Schedule 13D/A, which was filed on May 22, 2023 (the “First Previous Amendment”) with the SEC jointly by Timothy Johnston and Keperra Holdings, and (ii) that certain statement on Schedule 13D/A, which was filed on July 11, 2024 (the “Second Previous Amendment” and together with the First Previous Amendment, the “Previous Amendments”) with the SEC jointly by Timothy Johnston and Keperra Holdings (the Original Statement, as amended by the Previous Amendments, the “Amended Statement”).

The principal executive office of the Issuer is located at 207 Queens Quay West, Suite 590, Toronto, ON M5J 1A7. Information contained in the Amended Statement remains effective except to the extent that it is amended, restated, supplemented or superseded by information contained in this Amendment.

Items 5(a), 5(b), 5(c) and 5(e) of the Amended Statement are amended and restated to read as follows:

(a) As of July 22, 2024, Mr. Johnston may be deemed to beneficially own an aggregate of 1,098,390 Common Shares of the Issuer, representing approximately 4.9% of the outstanding Common Shares, consisting of (1) 50,312 Common Shares directly owned by Mr. Johnston, which excludes RSUs that would have vested after May 31, 2024 (the effective date of Mr. Johnston’s separation from the Issuer as a member of the Board), as pursuant to their terms all unvested RSUs will be forfeited on that date, (2) 1,048,078 Common Shares directly owned by Keperra Holdings. In addition, Mr. Johnston has vested options to acquire 32,943 Common Shares which remain outstanding. As of July 22, 2024, Keperra Holdings was the record owner of 1,048,078 Common Shares and may be deemed to beneficially own an aggregate of 1,048,078 Common Shares , representing approximately 4.7% of the outstanding Common Shares .

(b) As of July 22, 2024, Mr. Johnston has:

As of July 22, 2024, Keperra Holdings has:

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(c) Since the Second Previous Amendment and through July 22, 2024, the following Sales Transactions were executed by Canaccord on behalf of Keperra Holdings, each through open market transactions.

The Reporting Persons undertake to provide upon request by the staff of the SEC full information regarding the number of shares sold at each separate price for the Sale Transactions reported in this Item 5(c).

(e) As of July 22, 2024, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the Common Shares.

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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: July 22, 2024

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