SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
DEGIGLIO MICHAEL A

(Last) (First) (Middle)
C/O VILLAGE FARMS INTERNATIONAL, INC
4700 80TH STREET

(Street)
DELTA A1 V4K 3N3

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2020
3. Issuer Name and Ticker or Trading Symbol
Village Farms International, Inc. [ VFF ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares 9,441,549 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options (1) 03/29/2026 Common Shares 100,000 $1.09(2) D
Options (3) 03/12/2029 Common Shares 100,000 $13.82(2) D
Options (4) 03/14/2022 Common Shares 100,000 $0.96(2) D
Options (5) 03/18/2024 Common Shares 100,000 $1.12(2) D
Restricted Share Units (6) (6) Common Shares 230,000 (6) D
Explanation of Responses:
1. The Options were issued on March 29, 2016 and became fully vested on the third anniversary of the grant date.
2. Converted to USD based on the average daily exchange rate of the Bank of Canada reported on December 20, 2019.
3. The Options were issued on March 12, 2019 and will vest over a three year period, with one-third (1/3) of the issued Options vesting on each of the first 3 anniversaries of the date of the grant. As of the date hereof, all 100,000 Options are unvested.
4. The Options were issued on March 14, 2012 and became fully vested on the third anniversary of the grant date.
5. The Options were issued on March 18, 2014 and became fully vested on the third anniversary of the grant date.
6. The Restricted Share Units ("RSUs") represent the contingent right to receive one share of the Issuer's Common Shares, and do not require payment of a conversion or exercise price. The RSUs vest as certain performance related events are achieved. To date, the performance criteria for these RSUs have not yet been satisfied. The RSUs will expire upon the Reporting Person's resignation from the Issuer.
Remarks:
/s/Stephen C. Ruffini, Attorney-in-Fact 01/01/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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