Canada Goose Holdings Inc. |
(Name of Issuer) |
Subordinate Voting Shares |
(Title of Class of Securities) |
135086106 |
(CUSIP Number) |
Glen Eddie | Jonathan J. Russo | |
Torkin Manes LLP | Pillsbury Winthrop Shaw Pittman LLP | |
51 Yonge Street, Suite 1500 | 1540 Broadway | |
Toronto ON M5C 2W7 | New York, New York 10036 | |
(416) 863-1188 | (212) 858-1528 |
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(Name, Address and Telephone Number of Persons |
Authorized to Receive Notices and Communications) |
December 31, 2018 |
(Date of Event which Requires Filing of this Statement) |
☐ |
Rule 13d-1(b)
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☐ |
Rule 13d-1(c)
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☑ |
Rule 13d-1(d)
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CUSIP No. 135086106
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13G
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Page 2 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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Dani Reiss
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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20,156,650 (See Item 4)
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6
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SHARED VOTING POWER
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Not Applicable
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7
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SOLE DISPOSITIVE POWER
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20,156,650 (See Item 4)
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8
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SHARED DISPOSITIVE POWER
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Not Applicable
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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20,156,650 (See Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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18.3%1 (See Item 4)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. 135086106
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13G
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Page 3 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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DTR LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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17,579,451 (See Item 4)
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6
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SHARED VOTING POWER
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Not Applicable
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7
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SOLE DISPOSITIVE POWER
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17,579,451 (See Item 4)
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8
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SHARED DISPOSITIVE POWER
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Not Applicable
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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17,579,451 (See Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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16.0% (See Item 4)2
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO (Limited Liability Company)
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CUSIP No. 135086106
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13G
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Page 4 of 7 Pages
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Item 1 (a) |
Name of Issuer:
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Item 1 (b) |
Address of Issuer’s Principal Executive Offices:
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(a) |
Name of Person Filing:
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(b) |
Address of the Principal Business Office or, if None, Residence:
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(c) |
Citizenship:
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(d) |
Title of Class of Securities:
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(e) |
CUSIP Number:
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable.
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(a) ☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b) ☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c) ☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d) ☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e) ☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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CUSIP No. 135086106
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13G
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Page 5 of 7 Pages
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(f) ☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g) ☐
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h) ☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i) ☐
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j) ☐
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k) ☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Item 4.
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Ownership:
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(a)
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Amount beneficially owned:
This Amendment No. 1 to Schedule 13G is being filed on behalf of the Reporting Persons. As of the close of business on December 31,
2018, Dani Reiss is the beneficial owner of 20,130,334 Multiple Voting Shares of the Issuer, of which 17,579,451 Multiple Voting Shares are registered in the name of DTR LLC and the remainder are registered in the name of
DTR (CG) Limited Partnership and DTR (CG) II Limited Partnership, entities controlled by Dani Reiss. Dani Reiss is also the beneficial owner of 26,316 Subordinate Voting Shares subject to vested options to purchase
Subordinate Voting Shares.
The rights of the holders of the Issuer’s Multiple Voting Shares and Subordinate Voting Shares are substantially identical, except
with respect to voting and conversion. The Subordinate Voting Shares have one vote per share and the Multiple Voting Shares have 10 votes per share. The Subordinate Voting Shares are not convertible into any other class of
shares, while the Multiple Voting Shares are convertible into Subordinate Voting Shares on a one-for-one basis at the option of the holder and under certain other circumstances.
Accordingly, the 20,130,334 Multiple Voting Shares beneficially owned by Dani Reiss are convertible, at the option of Dani Reiss, into
20,130,334 Subordinate Voting Shares, which, together with the 26,316 Subordinate Voting Shares beneficially owned by Dani Reiss, represent approximately 18.3% of the Issuer’s outstanding Subordinate Voting Shares. The
17,579,451 Multiple Voting Shares held by DTR LLC are convertible, at the option of DTR LLC, into 17,579,451 Subordinate Voting Shares, or approximately 16.0% of the Issuer’s outstanding Subordinate Voting Shares.
The 20,130,334 Multiple Voting Shares and 26,316 Subordinate Voting Share beneficially owned by Dani Reiss represent approximately
35.4% of the Issuer’s total voting power. The 17,579,451 Multiple Voting Shares held by DTR LLC represent approximately 30.9% of the Issuer’s total voting power.
The percentage of the Issuer’s outstanding Subordinate Voting Shares and total voting power held by the Reporting Persons are based on
51,004,076 Multiple Voting Shares and 58,837,541 Subordinate Voting Shares outstanding as of December 31, 2018 and, in the case of Dani Reiss, 26,316 Subordinate Voting Shares subject to vested options and deemed outstanding
pursuant to Rule 13d-3(d)(1)(i).
DTR LLC is party to an Investor Rights Agreement, dated as of March 6, 2017, with Brent (BC) Participation S.à r.l., a private limited
liability company incorporated and existing under the laws of Luxembourg (“Brent”). The Investor Rights Agreement requires that DTR LLC and Brent cast all votes to which they are entitled to elect directors designated in
accordance with the terms and conditions of the Investor Rights Agreement. As a result, DTR LLC and Brent may be deemed to be a group for purposes of Section 13(d) of the Act. DTR LLC disclaims beneficial ownership of the
securities held by Brent.
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CUSIP No. 135086106
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13G
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Page 6 of 7 Pages
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(b)
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Percent of class:
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See Item 4(a) hereof.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
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(x)
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Dani Reiss: 20,130,334 Multiple Voting Shares of the Issuer and 26,316 Subordinate Voting Shares of the Issuer subject to vested options to
purchase Subordinate Voting Shares of the Issuer
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(y)
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DTR LLC: 17,579,451 Multiple Voting Shares of the Issuer
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(ii)
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Shared power to vote or to direct the vote: Not Applicable
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(iii)
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Sole power to dispose or to direct the disposition of:
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(x)
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Dani Reiss: 20,130,334 Multiple Voting Shares of the Issuer and 26,316 Subordinate Voting Shares of the Issuer subject to vested options
to purchase Subordinate Voting Shares of the Issuer
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(y)
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DTR LLC: 17,579,451 Multiple Voting Shares of the Issuer
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(iv)
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Shared power to dispose or to direct the disposition of: Not Applicable
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Item 5.
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Ownership of Five Percent or Less of a Class:
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
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Item 8.
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Identification and Classification of Members of the Group:
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Item 9.
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Notice of Dissolution of Group:
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Item 10.
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Certifications:
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CUSIP No. 135086106
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13G
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Page 7 of 7 Pages
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2/13/19
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Date | |
/s/ Dani Reiss
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Dani Reiss
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2/13/19
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Date
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DTR LLC
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/s/ Dani Reiss
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Authorized Person
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