Ajay Kochhar - Dec 29, 2023 Form 3 Insider Report for Li-Cycle Holdings Corp. (LICY)

Role
President and CEO, Director, 10%+ Owner
Signature
Ajay Kochhar, /s/ Ajay Kochhar
Stock symbol
LICY
Transactions as of
Dec 29, 2023
Transactions value $
$0
Form type
3
Date filed
12/29/2023, 09:03 PM
Next filing
Feb 1, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding LICY Common Shares 314K Dec 29, 2023 Direct F1
holding LICY Common Shares 24.9M Dec 29, 2023 See Footnote F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding LICY Employee stock option (right to buy) Dec 29, 2023 Common Shares 177K $10.93 Direct F3
holding LICY Employee stock option (right to buy) Dec 29, 2023 Common Shares 92.1K $7.58 Direct F4
holding LICY Employee stock option (right to buy) Dec 29, 2023 Common Shares 253K $5.77 Direct F5
holding LICY Forward sale contract (obligation to sell) Dec 29, 2023 Common Shares 1M See Footnote F2, F6, F8, F9
holding LICY Forward sale contract (obligation to sell) Dec 29, 2023 Common Shares 2M See Footnote F2, F7, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 220,740 restricted stock units vesting between January 27, 2024 and January 27, 2026. Each restricted stock unit represents a right to receive one share of the Issuer's common shares.
F2 Held by 2829908 Delaware LLC, a Delaware limited liability company. Mr. Kochhar has the sole power to control the voting and disposition of the common shares held by 2829908 Delaware LLC by oral agreement. Mr. Kochhar is a director and officer of the Issuer.
F3 The stock option became exercisable as to 58,957 common shares on August 10, 2022 and 58,957 common shares on August 10, 2023. The stock option becomes exercisable as to the remaining 58,957 common shares on August 10, 2024.
F4 The stock option became exercisable as to 30,702 common shares on January 31, 2023. The stock option becomes exercisable as to 30,702 common shares on January 31, 2024 and 30,702 common shares on January 31, 2025.
F5 The stock option becomes exercisable as to 84,343 common shares on January 27, 2024, 84,342 common shares on January 27, 2025 and 84,343 common shares on January 27, 2026.
F6 On May 19, 2023, 2829908 Delaware LLC, which is wholly-owned by the reporting person, entered into a prepaid variable share forward contract with Citibank, N.A ("Citibank"). The contract obligates 2829908 Delaware LLC to deliver to Citibank up to 1,000,000 common shares (or, at the reporting person's election, an equivalent amount of cash based on the market price of common shares at that time) on August 18, 2024, the maturity date of the contract. In exchange for assuming this obligation, 2829908 Delaware LLC received a preliminary cash amount of $3,580,880.
F7 On August 16, 2023, 2829908 Delaware LLC, which is wholly-owned by the reporting person, entered into a prepaid variable share forward contract with Citibank. The contract obligates 2829908 Delaware LLC to deliver to Citibank up to 2,000,000 common shares (or, at the reporting person's election, an equivalent amount of cash based on the market price of common shares at that time) on November 15, 2024, the maturity date of the contract. In exchange for assuming this obligation, 2829908 Delaware LLC received a preliminary cash amount of $1,115,360.
F8 The number of Common Shares to be delivered to Citibank under each forward sale contract on the maturity date for such forward sale contract is to be determined as follows: (a) if the average closing price of the common shares on the date that is ten (10) days prior to the maturity date (the "Settlement Price") is less than or equal to the price (the "Initial Share Price") at which a particular group of common shares were hedged by Citibank (each, an "Applicable Group of Shares"), the reporting person will deliver to Citibank all of the Applicable Group of Shares; (b) if the Settlement Price is between the applicable Initial Share Price and an amount equal to 120% of the Initial Share Price (the "Cap Price"), the reporting person will deliver to the buyer a number of common shares having a value (based on the Settlement Price) equal to the applicable Initial Share Price divided by the Settlement Price;
F9 (Continued from Footnote 8) and (c) if the Settlement Price is greater than the applicable Cap Price, the reporting person will deliver to the purchaser a number of common shares having a value (based on the Settlement Price) equal to (i) the sum of (A) the applicable Initial Share Price plus (B) the Settlement Price minus the applicable Initial Share Price, divided by (ii) the Settlement Price.

Remarks:

Exhibit 24 Power of Attorney This Form 3 is being filed because, beginning January 1, 2024, the Issuer will no longer be eligible to use the forms and rules designated by the Securities and Exchange Commission for foreign private issuers (as defined in Rule 3b-4 of the Securities Exchange Act of 1934, as amended).