SEC FORM 3

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^*

DeLuca Carl

(Last)

(First)

(Middle)

C/O LI-CYCLE HOLDINGS CORP.

207 QUEENS QUAY WEST, SUITE 590

(Street)

TORONTO

M5J 1A7

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/29/2023

3. Issuer Name and Ticker or Trading Symbol
Li-Cycle Holdings Corp. [ LICY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

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	92,474⁽¹⁾	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (right to buy)	⁽²⁾	08/10/2031	Common Shares	102,470	$10.93	D
Employee Stock Option (right to buy)	⁽³⁾	01/31/2032	Common Shares	28,421	$7.58	D
Employee Stock Option (right to buy)	⁽⁴⁾	01/27/2033	Common Shares	66,256	$5.77	D

Explanation of Responses:

1. Includes 71,038 restricted stock units ("RSUs") awarded to the reporting person under the Li-Cycle Holdings Corp. 2021 Incentive Award Plan. Each RSU represents the contingent right to receive one common share of Li-Cycle Holdings Corp subject to time-vesting conditions in accordance with the underlying award and the reporting person's continued service through such vesting date.

2. The stock option became exercisable as to 34,157 common shares on August 10, 2022 and 34,156 common shares on August 10, 2023. The stock option becomes exercisable as to the remaining 34,157 common shares on August 10, 2024.

3. The stock option became exercisable as to 9,474 common shares on January 31, 2023. The stock option becomes exercisable as to 9,473 common shares on January 31, 2024 and 9,474 common shares on January 31, 2025.

4. The stock option becomes exercisable as to 12,763 common shares on January 27, 2024, 12,764 common shares on January 27, 2025 and 12,763 common shares on January 27, 2026.

Remarks:

General Counsel and Corporate Secretary Exhibit List - Exhibit 24.1 - 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).

	/s/ Carl DeLuca	12/29/2023
	** 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).
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