BAT Affiliate Amends Organigram Holdings Stake Filing

TL;DR

BAT's investment arm updated its Organigram stake filing - watch for news.

AI Summary

BT DE Investments Inc., an affiliate of British American Tobacco p.l.c., has filed an amendment (No. 4) to its Schedule 13D for Organigram Holdings Inc. on September 3, 2024. This filing relates to the common shares of Organigram Holdings Inc. and indicates a change in the reporting person's holdings or intentions.

Why It Matters

This filing is significant as it represents an update from a major shareholder, potentially signaling changes in strategy or ownership structure for Organigram Holdings Inc., which could impact its stock price and future operations.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, introducing potential volatility.

Key Players & Entities

• BT DE Investments Inc. (company) — Reporting Person
• Organigram Holdings Inc. (company) — Subject Company
• British American Tobacco p.l.c. (company) — Affiliated Entity
• Anthony B. Petitt (person) — Contact Person for Reporting Person
• Bradley C. Brasser (person) — Contact Person's Counsel

FAQ

Key Financial Figures

• $3.2203 — issued to the Purchaser at a price of C$3.2203 per Share (the Tranche Share Price). Un
• $30,821,684.69 — e Share Price, for gross proceeds of USD$30,821,684.69 (equal to C$41,519,891, as determined u
• $41,519,891 — roceeds of USD$30,821,684.69 (equal to C$41,519,891, as determined using the average daily
• $124,559,674.36 — Tranche, and the Third Tranche will be C$124,559,674.36. The source of funds for such purchase

Filing Documents

• d812336dsc13da.htm (SC 13D/A) — 119KB
• 0001193125-24-211691.txt ( ) — 120KB

From the Filing

SC 13D/A 1 d812336dsc13da.htm SC 13D/A SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) ORGANIGRAM HOLDINGS, INC. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 68620P101 (CUSIP Number) Anthony B. Petitt BT DE Investments Inc. 103 Foulk Road, Suite 111 Wilmington, Delaware 19803 (302) 656-1950 With a copy to: Bradley C. Brasser Jones Day 90 South Seventh Street, Suite 4950 Minneapolis, Minnesota 55402 (612) 217-8886 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 30, 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 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. 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. * The remainder of this cover page shall be filled out for a reporting persons 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 (the Exchange Act) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). CUSIP: 68620P101 Page: Page 2 of 7 1 NAMES OF REPORTING PERSONS BT DE Investments Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)(b) 3 SEC USE ONLY 4 SOURCE OF FUNDS AF (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 32,571,942 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 32,571,942 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,571,942 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.0% (1) 14 TYPE OF REPORTING PERSON CO (1) Based on 108,573,141 Common Shares, no par value (Common Shares), of Organigram Holdings Inc. (the Issuer), comprised of 104,143,401 Common Shares outstanding immediately prior to completion of the Second Tranche (as defined below) and after giving effect to the issuance of 4,429,740 Common Shares in the Second Tranche. Following the completion of the Second Tranche on August 30, 2024, the Reporting Person beneficially owned 32,571,942 Common Shares and 8,463,435 Preferred Shares (as defined below), representing 30% of the issued and outstanding Common Shares and 100% of the Preferred Shares, in each case on a non-diluted basis. If the Third Tranche (as defined below) were completed on the date hereof, the Reporting Person would beneficially own 32,571,942 Common Shares and 21,356,610 Preferred Shares, which would represent 30% of the issued and outstanding Common Shares and 100% of the issued and outstanding Preferred Shares, in each case on a non-diluted basis. CUSIP: 68620P101 Page: Page 3 of 7 1 NAMES OF REPORTING PERSONS British American Tobacco p.l.c. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)(b) 3 SEC USE ONLY 4 SOURCE OF FUNDS AF (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 32,571,942 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 32,571,942 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,571,942 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.0% (1) 14 TYPE OF REPORTING PERSON CO (1) Based on 108,573,141 Common Shares, comprised of 104,143,401 Common Shares outstanding immediately prior to completion of the Second Tranche and after giving effect to the issuance of 4,429,740 Common Shares in the Second Tranche. Following the completion of the Second Tranche on August 30, 2024, the Reporting Person beneficially owned 32,571,942 Common Shares and 8,463,435 Preferred Shares, representing 30% of the issued and outstanding Common Shares and 100% of the Preferred Shares, in each case on a

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