0001140361-23-012193.txt : 20230317 0001140361-23-012193.hdr.sgml : 20230317 20230317075648 ACCESSION NUMBER: 0001140361-23-012193 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230317 DATE AS OF CHANGE: 20230317 GROUP MEMBERS: JOHN W. STANTON GROUP MEMBERS: THERESA E. GILLESPIE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Trilogy International Partners Inc. CENTRAL INDEX KEY: 0001689382 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89884 FILM NUMBER: 23740707 BUSINESS ADDRESS: STREET 1: 155 - 108 AVENUE NE STREET 2: SUITE 400 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 425 458-5900 MAIL ADDRESS: STREET 1: 155 - 108 AVENUE NE STREET 2: SUITE 400 CITY: BELLEVUE STATE: WA ZIP: 98004 FORMER COMPANY: FORMER CONFORMED NAME: Alignvest Acquisition Corp DATE OF NAME CHANGE: 20161104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SG Enterprises, II LLC CENTRAL INDEX KEY: 0001698270 IRS NUMBER: 815303710 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 155-108TH AVENUE NE STREET 2: SUITE 400 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 425-458-5900 MAIL ADDRESS: STREET 1: 155-108TH AVENUE NE STREET 2: SUITE 400 CITY: BELLEVUE STATE: WA ZIP: 98004 SC 13D/A 1 brhc10049889_sc13da.htm SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D*
(Amendment No. 5)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d‑1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 
Trilogy International Partners Inc.
 
 
 (Name of Issuer)
 

 
 Common Shares, no par value
 
 
 (Title of Class of Securities)
 

 
 89621T108
 
 
(CUSIP Number)
 

 
Gregg S. Lerner, Esq.
Joel I. Frank, Esq.
Friedman Kaplan Seiler Adelman & Robbins LLP
7 Times Square
New York, NY 10036-6516
(212) 833-1100
 
 
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
 

 
 March 11, 2023
 
 
 (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 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 person’s 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, as amended (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).
 
SCHEDULE 13D

CUSIP No.          89621T108
  
Page 2 of 6 Pages

1
NAMES OF REPORTING PERSONS
 
 
SG Enterprises II, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☑

(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
USA
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
16,908,563
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
16,908,563
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
16,908,563
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
19.1%1
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

1 Based on 88,627,593 currently outstanding Common Shares.

Page 2 of 7 Pages
SCHEDULE 13D

CUSIP No.          89621T108
  
Page 3 of 6 Pages

1
NAMES OF REPORTING PERSONS
 
 
John W. Stanton
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☑
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 

 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
USA
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
16,908,563
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
16,908,563
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
16,908,563
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
19.1%1
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

1 Based on 88,627,593 currently outstanding Common Shares.

Page 3 of 7 Pages
SCHEDULE 13D

CUSIP No.          89621T108
  
Page 4 of 6 Pages

1
NAMES OF REPORTING PERSONS
 
 
Theresa E. Gillespie
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☑
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
USA
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
16,908,563
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
16,908,563
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
16,908,563
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
19.1%1
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

1 Based on 88,627,593 currently outstanding Common Shares.

Page 4 of 7 Pages
The following reporting persons (collectively, the “Reporting Persons”) (i) SG Enterprises II, LLC, a Washington limited liability company (“SG Enterprises”), (ii) John W. Stanton (“Mr. Stanton”), and (iii) Theresa E. Gillespie (“Ms. Gillespie”) hereby amend and supplement the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on February 17, 2017, by Amendment No. 1 filed with the SEC on August 31, 2021, by Amendment No. 2 filed with the SEC on September 13, 2021, by Amendment No. 3 filed with the SEC on January 6, 2022 and by Amendment No. 4 filed with the SEC on May 25, 2022.  Mr. Stanton and Ms. Gillespie are husband and wife and are the sole owners, members, managers and officers of SG Enterprises.
 
This Schedule 13D relates to the common shares, without par value (the “Common Shares”), of Trilogy International Partners Inc., a corporation continued under the laws of British Columbia, Canada (the “ Issuer”), with its principal executive offices located at 105 108th Avenue NE, Suite 400, Bellevue Washington 98004.

Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
 
Item 6 of the Schedule is hereby amended by deleting the existing text thereof and inserting the following text in their stead:

“On March 11, 2023, SG Enterprises notified the Issuer that, effective March 11, 2023, SG Enterprises was withdrawing from the Investor Rights Agreement (the “Withdrawal”).

The Withdrawal is evidenced by a letter, dated March 11, 2023, from SG Enterprises to the Issuer (the “Letter”), which letter is attached as Exhibit 8 hereto and incorporated by reference into this Item 6.

The foregoing description of the Letter does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 8 hereto.”

Item 7.
Material to be filed as Exhibits.

Item 7 of the Schedule is hereby amended by adding the following as an Exhibit thereto:

“8. SG Enterprises II, LLC Withdrawal from Investor Rights Agreement, dated March 11, 2023.”

Page 5 of 7 Pages
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:  March 16, 2023
 
 
SG ENTERPRISES II, LLC
   
 
/s/ John W. Stanton
  
 
John W. Stanton
 
Manager

 
JOHN W. STANTON
   
 
/s/ John W. Stanton
  
 
John W. Stanton

 
THERESA E. GILLESPIE
   
 
/s/ Theresa E. Gillespie
  
 
Theresa E. Gillespie

Page 6 of 7 Pages
SG ENTERPRISES II LLC

March 11, 2023

Scott Morris
General Counsel and Secretary
Trilogy International Partners Inc.
155 108th Avenue NE, Suite 400
Bellevue WA 98004

Withdrawal from Investor Rights Agreement

Dear Mr. Morris,

I write on behalf of SG Enterprises II LLC (“SGE”) to advise you that SGE hereby withdraws irrevocably from the Investor Rights Agreement between Trilogy International Partners Inc. and SGE dated February 7, 2017, and hereby waives any rights or claims it may have under such agreement.

Sincerely,
SG ENTERPRISES II LLC
By:
/s/ John W. Stanton
  John W. Stanton

Accepted:
 
TRILOGY INTERNATIONAL PARTNERS INC.

By:
/s/ Scott Morris
  Scott Morris
   
Date: 
  3/11/2023


Page 7 of 7 Pages