Filing Details
- Accession Number:
- 0000919574-25-003263
- Form Type:
- 13G Filing
- Publication Date:
- 2025-05-14 20:00:00
- Filed By:
- Blacksheep Fund Management
- Company:
- Tucows Inc (NASDAQ:TCX)
- Filing Date:
- 2025-05-15
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Beneficially Owned Number of Shares | Beneficially Owned Number of Aggregate Shares | Percent of Class |
|---|---|---|---|
| Blacksheep Fund Management Ltd. | 0 | 1,091,985 | 9.9% |
| Blacksheep Master Fund Ltd. | 0 | 1,091,985 | 9.9% |
| Herdwick Capital Ltd. | 0 | 1,091,985 | 9.9% |
| Alexis Fortune | 0 | 1,091,985 | 9.9% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 3)
|
Tucows Inc. (Name of Issuer) |
Common Stock, no par value (Title of Class of Securities) |
898697206 (CUSIP Number) |
03/31/2025 (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)
|
SCHEDULE 13G
|
| CUSIP No. | 898697206 |
| 1 | Names of Reporting Persons
Blacksheep Fund Management Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
IRELAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,091,985.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
|
| CUSIP No. | 898697206 |
| 1 | Names of Reporting Persons
Blacksheep Master Fund Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,091,985.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
|
| CUSIP No. | 898697206 |
| 1 | Names of Reporting Persons
Herdwick Capital Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
IRELAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,091,985.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13G
|
| CUSIP No. | 898697206 |
| 1 | Names of Reporting Persons
Alexis Fortune | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
IRELAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,091,985.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Tucows Inc. | |
| (b) | Address of issuer's principal executive offices:
96 Mowat Avenue, Toronto, Ontario M6K 3M1 Canada | |
| Item 2. | ||
| (a) | Name of person filing:
Blacksheep Fund Management Ltd.
Blacksheep Master Fund Ltd.
Herdwick Capital Ltd.
Alexis Fortune | |
| (b) | Address or principal business office or, if none, residence:
Blacksheep Fund Management Ltd.
Rock House, Main Street, Blackrock Co.
Dublin, Ireland A94 YY39
Blacksheep Master Fund Ltd.
c/o Mourant Governance Services
94 Solaris Avenue, Camana Bay, PO Box 1348
Grand Cayman KY1-1108
Herdwick Capital Ltd.
Rock House, Main Street, Blackrock Co.
Dublin, Ireland A94 YY39
Alexis Fortune
Rock House, Main Street, Blackrock Co.
Dublin, Ireland A94 YY39 | |
| (c) | Citizenship:
Blacksheep Fund Management Ltd. - Ireland
Blacksheep Master Fund Ltd. - Cayman Islands
Herdwick Capital Ltd. - Ireland
Alexis Fortune - Ireland | |
| (d) | Title of class of securities:
Common Stock, no par value | |
| (e) | CUSIP No.:
898697206 | |
| Item 3. | 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: | |
| (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 § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations 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 § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Blacksheep Fund Management Ltd. - 1,091,985
Blacksheep Master Fund Ltd. - 1,091,985
Herdwick Capital Ltd. - 1,091,985
Alexis Fortune - 1,091,985 | |
| (b) | Percent of class:
Blacksheep Fund Management Ltd. - 9.9%
Blacksheep Master Fund Ltd. - 9.9%
Herdwick Capital Ltd. - 9.9%
Alexis Fortune - 9.9% | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Blacksheep Fund Management Ltd. - 0
Blacksheep Master Fund Ltd. - 0
Herdwick Capital Ltd. - 0
Alexis Fortune - 0 | ||
| (ii) Shared power to vote or to direct the vote:
Blacksheep Fund Management Ltd. - 1,091,985
Blacksheep Master Fund Ltd. - 1,091,985
Herdwick Capital Ltd. - 1,091,985
Alexis Fortune - 1,091,985 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Blacksheep Fund Management Ltd. - 0
Blacksheep Master Fund Ltd. - 0
Herdwick Capital Ltd. - 0
Alexis Fortune - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Blacksheep Fund Management Ltd. - 1,091,985
Blacksheep Master Fund Ltd. - 1,091,985
Herdwick Capital Ltd. - 1,091,985
Alexis Fortune - 1,091,985 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G Amendment No. 3 are directly owned by advisory clients of Blacksheep Fund Management Ltd. None of those advisory clients, other than Blacksheep Master Fund Ltd., may be deemed to beneficially own more than 5% of the Common Stock, no par value. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| 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 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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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.
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Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
Exhibit Information
|
Exhibit A - Joint Filing Agreement |