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^*

Kochhar Ajay

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	313,639⁽¹⁾	D
Common Shares	24,862,612	I	See Footnote⁽²⁾

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)	⁽³⁾	08/10/2031	Common Shares	176,871	$10.93	D
Employee stock option (right to buy)	⁽⁴⁾	01/31/2032	Common Shares	92,105	$7.58	D
Employee stock option (right to buy)	⁽⁵⁾	01/27/2033	Common Shares	253,028	$5.77	D
Forward sale contract (obligation to sell)	⁽⁶⁾	⁽⁶⁾	Common Shares	1,000,000	⁽⁸⁾⁽⁹⁾	I	See Footnote⁽²⁾
Forward sale contract (obligation to sell)	⁽⁷⁾	⁽⁷⁾	Common Shares	2,000,000	⁽⁸⁾⁽⁹⁾	I	See Footnote⁽²⁾

1. Name and Address of Reporting Person^*

Kochhar Ajay

(Last)

(First)

(Middle)

C/O LI-CYCLE HOLDINGS CORP

207 QUEENS QUAY WEST, SUITE 590

(Street)

TORONTO

M5J 1A7

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

1. Name and Address of Reporting Person^*

2829908 Delaware LLC

(Last)

(First)

(Middle)

2351 ROYAL WINDSOR DR UNIT 10

(Street)

MISSISSAUGA

L5J 4S7

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Includes 220,740 restricted stock units vesting between January 27, 2024 and January 27, 2026. Each restricted stock unit represents a right to receive one share of the Issuer's common shares.

2. Held by 2829908 Delaware LLC, a Delaware limited liability company. Mr. Kochhar has the sole power to control the voting and disposition of the common shares held by 2829908 Delaware LLC by oral agreement. Mr. Kochhar is a director and officer of the Issuer.

3. The stock option became exercisable as to 58,957 common shares on August 10, 2022 and 58,957 common shares on August 10, 2023. The stock option becomes exercisable as to the remaining 58,957 common shares on August 10, 2024.

4. The stock option became exercisable as to 30,702 common shares on January 31, 2023. The stock option becomes exercisable as to 30,702 common shares on January 31, 2024 and 30,702 common shares on January 31, 2025.

5. The stock option becomes exercisable as to 84,343 common shares on January 27, 2024, 84,342 common shares on January 27, 2025 and 84,343 common shares on January 27, 2026.

6. On May 19, 2023, 2829908 Delaware LLC, which is wholly-owned by the reporting person, entered into a prepaid variable share forward contract with Citibank, N.A ("Citibank"). The contract obligates 2829908 Delaware LLC to deliver to Citibank up to 1,000,000 common shares (or, at the reporting person's election, an equivalent amount of cash based on the market price of common shares at that time) on August 18, 2024, the maturity date of the contract. In exchange for assuming this obligation, 2829908 Delaware LLC received a preliminary cash amount of $3,580,880.

7. On August 16, 2023, 2829908 Delaware LLC, which is wholly-owned by the reporting person, entered into a prepaid variable share forward contract with Citibank. The contract obligates 2829908 Delaware LLC to deliver to Citibank up to 2,000,000 common shares (or, at the reporting person's election, an equivalent amount of cash based on the market price of common shares at that time) on November 15, 2024, the maturity date of the contract. In exchange for assuming this obligation, 2829908 Delaware LLC received a preliminary cash amount of $1,115,360.

8. The number of Common Shares to be delivered to Citibank under each forward sale contract on the maturity date for such forward sale contract is to be determined as follows: (a) if the average closing price of the common shares on the date that is ten (10) days prior to the maturity date (the "Settlement Price") is less than or equal to the price (the "Initial Share Price") at which a particular group of common shares were hedged by Citibank (each, an "Applicable Group of Shares"), the reporting person will deliver to Citibank all of the Applicable Group of Shares; (b) if the Settlement Price is between the applicable Initial Share Price and an amount equal to 120% of the Initial Share Price (the "Cap Price"), the reporting person will deliver to the buyer a number of common shares having a value (based on the Settlement Price) equal to the applicable Initial Share Price divided by the Settlement Price;

9. (Continued from Footnote 8) and (c) if the Settlement Price is greater than the applicable Cap Price, the reporting person will deliver to the purchaser a number of common shares having a value (based on the Settlement Price) equal to (i) the sum of (A) the applicable Initial Share Price plus (B) the Settlement Price minus the applicable Initial Share Price, divided by (ii) the Settlement Price.

Remarks:

Exhibit 24 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).

	Ajay Kochhar, /s/ Ajay Kochhar	12/29/2023
	2829908 Delaware LLC, By: /s/ Ajay Kochhar, Authorized Signatory	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).
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