SC 13G/A

Name of Reporting Person

Bank Of Montreal

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Canada

0001193125-21-041358.txt : 20210212 0001193125-21-041358.hdr.sgml : 20210212 20210212154951 ACCESSION NUMBER: 0001193125-21-041358 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20210212 DATE AS OF CHANGE: 20210212 GROUP MEMBERS: BANK OF MONTREAL /CAN/ GROUP MEMBERS: BMO ASSET MANAGEMENT INC. GROUP MEMBERS: BMO ASSET MANAGEMENT LTD GROUP MEMBERS: BMO FAMILY OFFICE LLC GROUP MEMBERS: BMO HARRIS BANK N.A. GROUP MEMBERS: BMO NESBITT BURNS INC. GROUP MEMBERS: BMO PRIVATE INVESTMENT COUNSEL INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DESCARTES SYSTEMS GROUP INC CENTRAL INDEX KEY: 0001050140 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57063 FILM NUMBER: 21626778 BUSINESS ADDRESS: STREET 1: 120 RANDALL ST CITY: WATERLOO STATE: A6 ZIP: N2V 1C6 BUSINESS PHONE: 519-746-8110 MAIL ADDRESS: STREET 1: 120 RANDALL DRIVE CITY: WATERLOO, ONTARIO, CANADA STATE: XX ZIP: N2V 1C6 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANK OF MONTREAL /CAN/ CENTRAL INDEX KEY: 0000927971 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1 FIRST CANADIAN PLACE CITY: TORONTO STATE: A6 ZIP: M5X 1A1 BUSINESS PHONE: 4168677191 MAIL ADDRESS: STREET 1: 1 FIRST CANADIAN PLACE CITY: TORONTO STATE: A6 ZIP: M5X 1A1 SC 13G/A 1 d45532dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

DESCARTES SYS GROUP INC

(Name of Issuer)

COM

(Title of Class of Securities)

249906108

(CUSIP Number)

Dec 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing in this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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 “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

SCHEDULE 13G/A

CUSIP No.249906108

SCHEDULE 13G/A

CUSIP No.249906108

SCHEDULE 13G/A

CUSIP No.249906108

SCHEDULE 13G/A

CUSIP No.249906108

SCHEDULE 13G/A

CUSIP No.249906108

SCHEDULE 13G/A

CUSIP No.249906108

SCHEDULE 13G/A

CUSIP No.249906108

SCHEDULE 13G/A

CUSIP No.249906108

SCHEDULE 13G/A

CUSIP No. 249906108

ITEM 1(a).

Name of Issuer.

DESCARTES SYS GROUP INC

ITEM 1(b).

Address of Issuer’s Principal Executive Offices.

Descartes Systems Group Inc.

120 Randall Drive

Waterloo, Ontario, Canada XX N2V 1C6

ITEM 2(a).

Names of Persons Filing.

Bank Of Montreal

BMO NESBITT BURNS INC.

BMO PRIVATE INVESTMENT COUNSEL INC.

BMO HARRIS BANK N.A.

BMO ASSET MANAGEMENT INC.

BMO ASSET MANAGEMENT LIMITED

BMO FAMILY OFFICE LLC

ITEM 2(b).

Address of Principal Business Office or, if none, Residence.

Bank Of Montreal

1 First Canadian Place

Toronto, Ontario, Canada M5X 1A1

BMO Nesbitt Burns, Inc.

IBG Finance Dept.

FCP – 7^th Floor

Toronto, ON, Canada M5X 1H3

BMO Private Investment Counsel Inc.

1 First Canadian Place

P.O. Box 150

9^th Floor

Toronto, ON, Canada M5X 1H3

BMO Harris Bank N.A.

111 W. Monroe Street

Chicago, IL 60603

BMO Asset Management, Inc.

Royal Trust Tower

77 King Street West

Suite 4200

Toronto, ON, Canada M5K 1J5

BMO Asset Management Limited

Exchange House, 8^th Floor, Primrose Street

London, EC2A 2NY

BMO Family Office, LLC

111 W. Monroe Street, Suite 12W

Chicago, IL 60603

ITEM 2(c).

Citizenship or Place of Organization.

Bank Of Montreal is organized under the laws of Canada

BMO NESBITT BURNS INC. is organized under the laws of Canada

BMO PRIVATE INVESTMENT COUNSEL INC. is organized under the laws of Canada

BMO HARRIS BANK N.A. is organized under the laws of United States

BMO ASSET MANAGEMENT INC. is organized under the laws of Canada

BMO Asset Management Limited is organized under the laws of the United Kingdom

BMO FAMILY OFFICE LLC is organized under the laws of United States

ITEM 2(d).

Title of Class of Securities.

COM

ITEM 2(e).

CUSIP Number.

249906108

ITEM 3.

If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


(a)	☐	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)	☒	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	☒	An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);


(f)	☐	An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);

(g)	☒	A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	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);

(j)	☒	A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).

ITEM 4.

Ownership.

The information contained in Items 5 – 11 on the cover pages is incorporated herein by reference.

ITEM 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person.

Bank of Montreal is reporting on this Schedule 13G/A securities held through its subsidiaries, BMO Nesbitt Burns Inc., BMO Private Investment Counsel Inc., BMO Harris Bank N.A., BMO Asset Management Inc., BMO Asset Management Limited, and BMO Family Office, LLC as fiduciaries for certain employee benefit plans, trust and/or customer accounts. As a result, participants in the plans, trust beneficiaries and customers are entitled to receive, or have the power to direct the receipt of, dividends and proceeds from the sale of such securities. No such person is known to have such an interest relating to more than five percent of the class of subject securities.

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Bank of Montreal is the ultimate parent company of BMO Nesbitt Burns Inc., a non-U.S. institution, BMO Private Investment Counsel Inc., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and a non-U.S. institution, BMO Harris Bank N.A., a bank as defined in section 3(a)6 of the Act and a U.S. institution, BMO Asset Management Inc., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and a non-U.S. institution, and BMO Asset Management Limited, an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and non-U.S. institution, and BMO Family Office, LLC an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.

ITEM 8.

Identification and Classification of Members of the Group.

Not Applicable

ITEM 9.

Notice of Dissolution of Group.

Not Applicable

ITEM 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

Dated as of the 12^th day of February, 2021.

BANK OF MONTREAL

/s/ Eric Moss

Eric Moss

Senior Vice President, Deputy General Counsel & Chief Compliance Officer

EX-1 2 d45532dex1.htm EX-1 EX-1

Exhibit 1

Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned entities, as applicable, pursuant to a duly executed power of attorney, hereby agrees to this and any future joint filing of Schedule 13G (including any and all amendments thereto) to be made on their behalf and further agrees to the filing of this Agreement as an Exhibit to such filing(s). In addition, each party to this Agreement consents to the filing of this and any future Schedule 13G (including any and all amendments to such filings) by Bank of Montreal.

This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 12^th day of February, 2021.

BANK OF MONTREAL

/S/ Eric Moss

Senior Vice President, Deputy General

Counsel & Chief Compliance Officer


BANK OF MONTREAL EUROPE PUBLIC LIMITED COMPANY *				BMO AM MULTI-MANAGER LLP *

BMO ASSET MANAGEMENT CORP. *				BMO ASSET MANAGEMENT INC. *

BMO ASSET MANAGEMENT LIMITED *				BMO ASSET MANAGEMENT NETHERLANDS B.V. *

BMO CAPITAL MARKETS CORP. *				BMO CAPITAL MARKETS LIMITED *


BMO DELAWARE TRUST COMPANY *	BMO FAMILY OFFICE, LLC *

BMO FINANCIAL CORP. *	BMO FUND MANAGEMENT LIMITED *

BMO GLOBAL ASSET MANAGEMENT (ASIA) LIMITED	BMO HARRIS BANK N.A.

*	By:	Darrel Hackett
		Name: Darrel Hackett Title: Head U.S. Wealth Management

BMO HARRIS FINANCIAL ADVISORS, INC. *	BMO INVESTMENT BUSINESS LIMITED *

BMO INVESTMENTS INC. *	BMO INVESTORLINE, INC. *

BMO LIFE ASSURANCE COMPANY *	BMO NESBITT BURNS INC. *

BMO NESBITT BURNS SECURITIES LIMITED *	BMO PORTUGAL, GESTAO DE PATRIMONIOS, S.A. *

BMO PRIVATE EQUITY (CANADA) INC. *	BMO PRIVATE EQUITY (U.S.) INC. *


BMO PRIVATE INVESTMENT COUNSEL *				BMO TRUST COMPANY *

CLEARPOOL EXECUTION SERVICES, LLC *				LGM INVESTMENTS LIMITED *

PYRFORD INTERNATIONAL LIMITED *				STOKER OSTLER WEALTH ADVISORS, INC. *

TAPLIN, CANIDA & HABACHT, LLC *				THAMES RIVER CAPITAL LLP *

*	Pursuant to Power of Attorney filed herewith.

EX-2 3 d45532dex2.htm EX-2 EX-2

Exhibit 2

POWER OF ATTORNEY

For executing Schedules 13G and 13D, 13G/D Joint Filing Agreement and Form 13F

Each of the undersigned entities represents that the individuals signing on behalf of the entity is duly authorized to do so, and hereby constitutes and appoints Eric Moss, Senior Vice-President, Deputy General Counsel and Chief Compliance Officer of Bank of Montreal, Lino Cambone, Vice-President, Deputy General Counsel, Wealth Management & Assistant Corporate Secretary of Bank of Montreal, and George Walz, Senior Vice-President, U.S. Chief Compliance” Officer, Bank of Montreal, his or her true and lawful attorneys-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to:

(1)

complete and execute for and on behalf of the undersigned filings on Schedules 13G and 13D in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”) and the rules and regulations promulgated thereunder, or any successor laws and regulations;

(2)

complete and execute for and on behalf of the undersigned a joint filing agreement to provide for the joint filing on Schedules 13G or 13D in accordance with Section 13(d) of the Act and the rules and regulations promulgated thereunder, or any successor laws and regulations;

(3)

complete and execute for and on behalf of the undersigned filings on Form 13F as required by Section 13(f) of the Act and the rules and regulations promulgated thereunder, or any successor laws and regulations;

(4)

do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete the execution of any such Schedules 13G and 13D, joint filing agreement and Forms 13F and the timely filing of such forms and agreements with the United States Securities and Exchange Commission and any other authority; and

(5)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to the Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in his or her discretion.

Each of the undersigned entities grants to said attorneys-in-fact and agent full power and authority to do and perform each and every act necessary to be done in order to effectuate the same as fully, to all intents and purposes, as it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The undersigned entities acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d) of the Act and the rules and regulations promulgated thereunder.

This Power of Attorney shall remain in effect until the undersigned entity is no longer required to file Schedules 13G, 13D or Form 13F, unless earlier revoked by a duly authorized officer of the undersigned entity in writing and delivered to the foregoing attorneys-in-fact.

This Power of Attorney Signature Page may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. A facsimile or portable document format (.pdf) copy, or an electronic copy by way of reliable electronic signature technology, of the signature of a party to this Power of Attorney on any such counterpart shall be fully effective as in an original signature.

IN WITNESS WHEREOF, the undersigned duly authorized individuals have caused this Power of Attorney to be executed on this 12^th day of February, 2021, on behalf of the respective entities.

[Signatures on following pages.]


BANK OF MONTREAL EUROPE PUBLIC LIMITED COMPANY		BMO AM MULTI-MANAGER LLP

By:	/s/ Jane Anne Negi	By:	/s/ Hugh Moir
	Name: Jane Anne Negi		Name: Hugh Moir
	Title: Director		Title: Member

By:	/s/ Noel Reynolds	By:	/s/ David Logan
	Name: Noel Reynolds		Name: David Logan
	Title: Director		Title: Member

BMO ASSET MANAGEMENT CORP.		BMO ASSET MANAGEMENT INC.

By:	/s/ Steve Arquilla	By:	/s/ Ross Kappele
	Name: Steve Arquilla		Name: Ross Kappele
	Title: Head of US Governance		Title: Head

By:	/s/ Pete Andrews	By:	/s/ Kevin Gopaul
	Name: Pete Andrews		Name: Kevin Gopaul
	Title: Head of Operations		Title: Head of Exchange Trade Funds

BMO ASSET MANAGEMENT LIMITED		BMO ASSET MANAGEMENT NETHERLANDS B.V.

By:	/s/ Hugh Moir	By:	/s/ David Logan
	Name: Hugh Moir		Name: David Logan
	Title: Director		Title: Director

By:	/s/ David Logan
	Name: David Logan
	Title: Director

BMO CAPITAL MARKETS CORP.		BMO CAPITAL MARKETS LIMITED

By:	/s/ Brad Rothbaum	By:	/s/ William Smith
	Name: Brad Rothbaum		Name: William Smith
	Title: Chief Operating Officer		Title: Director

		By:	/s/ Paula Young
			Name: Paula Young
			Title: Company Secretary

BMO DELAWARE TRUST COMPANY		BMO FAMILY OFFICE, LLC

By:	/s/ Michael Stritch	By:	/s/ Robert Gray
	Name: Michael Stritch		Name: Robert Gray
	Title: National Head of Investments		Title: Chief Operating Officer


BMO FINANCIAL CORP.		BMO FUND MANAGEMENT LIMITED

By:	/s/ Darrel Hackett	By:	/s/ David Logan
	Name: Darrel Hackett		Name: David Logan
	Title: Head U.S. Wealth Management		Title: Director

By:	/s/ Michelle Magnaye	By:	/s/ Theo Clarke
	Name: Michelle Magnaye		Name: Theo Clarke
	Title: Assistant Secretary		Title: Company Secretary

BMO GLOBAL ASSET MANAGEMENT (ASIA) LIMITED		BMO HARRIS BANK NATIONAL ASSOCIATION

By:	/s/ Clarence Choo-Wei Chan	By:	/s/ Darrel Hackett
	Name: Clarence Choo-Wei Chan		Name: Darrel Hackett
	Title: Head of ETF Asia		Title: Head U.S. Wealth Management

By:	/s/ Ee Chin Chow	By:	/s/ Michael Stritch
	Name: Ee Chin Chow		Name: Michael Stritch
	Title: Senior Counsel		Title: Chief Investment Officer

BMO HARRIS FINANCIAL ADVISORS, INC.			BMO INVESTMENT BUSINESS LIMITED

By:	/s/ Wallace Harris Jr.	By:	/s/ David Logan
	Name: Wallace Harris, Jr.		Name: David Logan
	Title: President		Title: Director

		By:	/s/ Theo Clarke
			Name: Theo Clarke
			Title: Company Secretary

BMO INVESTMENTS INC.		BMO INVESTORLINE INC.

By:	/s/ Ross Kappele	By:	/s/ Andrew Auerbach
	Name: Ross Kapele		Name: Andrew Auerbach
	Title: Head		Title: Director

By:	/s/ Kevin Gopaul	By:	/s/ Juron Grant-Kinnear
	Name: Kevin Gopaul		Name: Juron Grant-Kinnear
	Title: Head of Exchange Traded Funds		Title: Corporate Secretary

BMO LIFE ASSURANCE COMPANY		BMO NESBITT BURNS INC.

By:	/s/ Peter McCarthy	By:	/s/ Andrew Auerbach
	Name: Peter McCarthy		Name: Andrew Auerbach
	Title: Director		Title: Director


By:	/s/ Thomas Burian	By:	/s/ Juron Grant-Kinnear
	Name: Thomas Burian		Name: Juron Grant-Kinnear
	Title: Director		Title: Corporate Secretary

BMO NESBITT BURNS SECURITIES LTD.		BMO PORTUGAL, GESTAO DE PATRIMONIOS, S.A.

By:	/s/ Dave Persaud	By:	/s/ Joao Santos
	Name: Dave Persaud		Name: Joao Santos
	Title: President		Title: Director

By:	/s/ Rita Simas	By:	/s/ David Logan
	Name: Rita Simas		Name: David Logan
	Title: Corporate Secretary		Title: Director

BMO PRIVATE EQUITY (CANADA) INC.		BMO PRIVATE EQUITY (U.S.), INC.

By:	/s/ Serkan Eskinazi	By:	/s/ Scott Rubenstein
	Name: Serkan Eskinazi		Name: Scott Rubenstein
	Title: President		Title: Managing Director

By:	/s/ Rita Simas
	Name: Rita Simas
	Title: Corporate Secretary

BMO PRIVATE INVESTMENT COUNSEL INC.		BMO TRUST COMPANY

By:	/s/ Andrew Auerbach	By:	/s/ Elizabeth Dorsch
	Name: Andrew Auerbach		Name: Elizabeth Dorsch
	Title: Director		Title: Director

By:	/s/ Juron Grant-Kinnear	By:	/s/ Bruce Ferman
	Name: Juron Grant-Kinnear		Name: Bruce Ferman
	Title: Corporate Secretary		Title: Director

CLEARPOOL EXECUTION SERVICES, LLC		LGM INVESTMENTS LIMITED

By:	/s/ Brad Rothbaum	By:	/s/ Fredrik Axsater
	Name: Brad Rothbaum		Name: Fredrik Axsater
	Title: Chief Operating Officer		Title: Director

		By:	/s/ David Logan
			Name: David Logan
			Title: Director


PYRFORD INTERNATIONAL LIMITED		STOKER OSTLER WEALTH ADVISORS, INC.

By:	/s/ Drew Newman	By:	/s/ Michelle L. Decker
	Name: Drew Newman		Name: Michelle L. Decker
	Title: Director		Title: Managing Director

By:	/s/ Tony Cousins
	Name: Tony Cousins
	Title: Director

TAPLIN, CANIDA & HABACHT, LLC		THAMES RIVER CAPITAL LLP

By:	/s/ Adam Phillips	By:	/s/ Joanne Elliott
	Name: Adam Phillips		Name: Joanne Elliott
	Title: President		Title: Member

		By:	/s/ Hugh Moir
			Name: Hugh Moir
			Title: Member