Filing Details

Accession Number:
0001104659-18-009445
Form Type:
13G Filing
Publication Date:
2018-02-14 09:04:21
Filed By:
Rowe Jeffrey M
Company:
Zomedica Corp.
Filing Date:
2018-02-14
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 Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Jeffrey Rowe 1,120,480 11,120,000 1,120,480 11,120,000 12,240,480 13.7%
Rowe Family GST Trust 0 11,120,000 0 11,120,000 11,120,000 12.4%
Filing

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 


 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. )*

 

Zomedica Pharmaceuticals Corp.

(Name of Issuer)

Common Shares, without par value

(Title of Class of Securities)

98979F107

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

* 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 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 98979F107

 

 

1

Name of Reporting Person:
Jeffrey Rowe

 

 

2

Check the Appropriate Box if a Member of a Group:

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only:

 

 

4

Citizenship or Place of Organization:
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power:
1,120,480(1)

 

6

Shared Voting Power:
11,120,000

 

7

Sole Dispositive Power:
1,120,480(1)

 

8

Shared Dispositive Power:
11,120,000

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
12,240,480(1)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares:  o

 

 

11

Percent of Class Represented by Amount in Row (9):
13.7% (See Item 4 herein)

 

 

12

Type of Reporting Person:
IN

 


(1) Includes an option to purchase 100,000 common shares at an exercise price of $0.20 per share, and an option to purchase 175,000 common shares at an exercise price of $1.20 per share.

 

2


 

 

1

Name of Reporting Person:
Rowe Family GST Trust

 

 

2

Check the Appropriate Box if a Member of a Group:

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only:

 

 

4

Citizenship or Place of Organization:
Michigan

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power:
0

 

6

Shared Voting Power:
11,120,000

 

7

Sole Dispositive Power:
0

 

8

Shared Dispositive Power:
11,120,000

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
11,120,000

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares:  o

 

 

11

Percent of Class Represented by Amount in Row (9):
12.4% (See Item 4 herein)

 

 

12

Type of Reporting Person:
OO

 

END OF COVER PAGE

 

3


 

The Reporting Persons named in Item 2 below are hereby jointly filing this Schedule 13G (this Statement) because due to certain relationships among the Reporting Persons, such Reporting Persons may be deemed to beneficially own the same securities named in Item 4 below by one of the Reporting Persons.  In accordance with Rule 13d-1(k)(1)(iii) promulgated pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act), the Reporting Persons named in Item 2 below have executed a written agreement relating to the joint filing of this Schedule 13G (the Joint Filing Agreement), a copy of which is attached hereto as Exhibit 1.

 

Item 1.

 

(a)

Name of Issuer.
Zomedica Pharmaceuticals Corp.

 

(b)

Address of Issuers Principal Executive Offices.
3928 Varsity Drive, Ann Arbor, Michigan 48108

 

Item 2.

 

(a)

Name of Persons Filing (collectively, the Reporting Persons).
(i)            Jeffrey M. Rowe

(ii)           Rowe Family GST Trust (the GST Trust)

 

(b)

Address or Principal Business Office or, if none, Residence.
The address for both Mr. Rowe and the GST Trust is 3203 N. McKinley Rd, Flushing, Michigan 48433. 

 

(c)

Citizenship or place of organization.
Mr. Rowe is a citizen of the United States of America.  The GST Trust was organized in the State of Michigan.

 

(d)

Title of Class of Securities.
Common Shares, without par value (the Common Shares)

 

(e)

CUSIP No.
98979F107

 

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)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

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

 

(d)

o

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

 

(e)

o

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).

 

(f)

o

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

 

(h)

o

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

 

(i)

o

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)

o

A non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J).

 

(k)

o

Group, in accordance with §240.13d1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§240.13d1(b)(1)(ii)(J), please specify the type of institution.

 

4


 

Item 4.

Ownership.

 

 

 

 

 

 

 

(c)
Number of Shares as to which the person has:

 

Name

 

(a)
Amount
Beneficially
Owned

 

(b)
Percent
of Class*

 

Sole Power to
Vote or to
Direct the
Vote

 

Shared Power
to Vote or to
Direct the Vote

 

Sole Power to
Dispose or to
Direct the
Disposition of

 

Shared Power
to Dispose or
to Direct the
Disposition of

 

Jeffrey M. Rowe

 

12,240,480

(1)

13.7

%

1,120,480

(2)

11,120,000

 

1,120,480

(2)

11,120,000

 

Rowe Family GST Trust(3)

 

11,120,000

 

12.4

%

0

 

11,120,000

 

0

 

11,120,000

 

 


(1)           Includes the following: 664,480 Common Shares held by the Jeffrey M. Rowe U/T/A dated November 5, 2004 (the Living Trust), for which Mr. Rowe serves as trustee, and 11,120,000 Common Shares held by the GST Trust.  By reason of the provisions of Rule 13d-3 of the Act, Mr. Rowe may be deemed to beneficially own the shares beneficially owned by the GST Trust and the Living Trust.  Mr. Rowe disclaims beneficial ownership of the securities held in both trusts except to his pecuniary interest therein and this report shall not be deemed as an admission of beneficial ownership of the reported securities.  Also includes 181,000 Common Shares held in Mr. Rowes IRA, an option to purchase 100,000 Common Shares at an exercise price of $0.20 per share, and an option to purchase 175,000 Common Shares at an exercise price of $1.20 per share.

(2)           Includes 664,480 Common Shares held in the Living Trust, 181,000 Common Shares held in Mr. Rowes IRA, an option to purchase 100,000 Common Shares at an exercise price of $0.20 per share, and an option to purchase 175,000 Common Shares at an exercise price of $1.20 per share.

(3)           The reporting persons sister serves as trustee of the GST Trust, with Mr. Rowes oversight. 

 

* As of September 30, 2017 (based on 89,338,555 Common Shares outstanding as disclosed in the Issuers Registration Statement on Form S-1/A filed on November 20, 2017).

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

Item 6.

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

 

Not applicable.

 

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.

 

5


 

Item 10.

Certification.

 

SIGNATURES

 

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: February 8, 2018

 

 

 

JEFFREY M. ROWE

 

 

 

/s/ Jeffrey M. Rowe

 

Jeffrey M. Rowe, individually

 

 

 

 

 

ROWE FAMILY GST TRUST

 

 

 

/s/ Michele Ramo

 

Name: Michele Ramo

 

Title: Trustee

 

 

6