FSV FirstService Corporation

The following constitutes the Amendment No. 1 to the Schedule 13D filed by the undersigned (the “Amendment No. 1”).

Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended and restated to read as follows:

Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of the executive officers and directors of Henset Capital, the Hennick Foundation, FSV, FSV II and Jayset Capital.

Item 3 is hereby amended and restated to read as follows:

On April 2, 2019, the Issuer, Henset Capital, Jayset Capital, Jayset Management FSV Inc. ("Jayset Mgt"), an Ontario corporation controlled by Mr. Hennick, FSV (an entity controlled by Mr. Hennick) and Mr. Hennick entered into a Transaction Agreement (the “Transaction Agreement”) pursuant to which that certain restated management services agreement dated June 1, 2015 between FSV Holdco ULC (now the Issuer), Jayset Mgt and Mr. Hennick (as amended, the "MSA") was terminated and the dual class voting structure of FirstService was eliminated effective May 10, 2019 (the "Transaction") on the following basis: (i) Henset Capital converted all of the outstanding 1,325,694 Multiple Voting Shares owned by it into Subordinate Voting Shares on a one-for-one basis without any payment therefor pursuant to the terms of the Multiple Voting Shares contained in the Articles of the Issuer; (ii) the Issuer directly or indirectly acquired all of the outstanding shares of Jayset Mgt in consideration for: (a) a cash payment by Issuer; and (b) the issuance by the Issuer of a total of 2,918,860 Subordinate Voting Shares at an issue price of C$115.58 per share to Jayset Capital; and (iii) the MSA was terminated.

To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

Item 4 is hereby amended to add the following:

The arrangements and understandings pursuant to the Transaction Agreement are discussed in Item 3.

The foregoing description of the Transaction is a summary only and is qualified in its entirety by reference to the Transaction Agreement, which is filed as Exhibit 99.1 and incorporated herein by reference.

Items 5(a)-(c) are hereby amended and restated to read as follows:

(a) - (b) The Reporting Persons beneficially own 5,767,080 Shares which represents approximately 14.8% of the Issuer’s outstanding Shares. The percentage of beneficial ownership of the Reporting Persons, as reported in this Schedule 13D, was calculated by dividing (i) the total number of Shares beneficially owned by each Reporting Person as of May 10, 2019, as set forth in this Schedule 13D, by (ii) 39,109,957 Shares outstanding, as of May 10, 2019, which is the total number of Shares outstanding as advised by the Issuer on May 10, 2019.

Mr. Hennick, Henset Capital, the Hennick Foundation, FSV, and FSV II each have shared power to vote and to dispose of the 5,767,080 Shares. Mr. Hennick serves as the sole director and the Chairman, Chief Executive Officer and President of Henset Capital. Mr. Hennick controls The Hennick Foundation and Jayset Capital. Mr. Hennick is the sole director, Chairman and Chief Executive Officer of each of 2688845 Ontario Inc., the general partner of FSV, and 2694503 Ontario Inc., the general partner of FSV II.

(c) Transactions in the Issuer’s securities by the Reporting Persons during the last 60 days are listed in Annex A attached hereto.

(d) Not Applicable

(e) Not Applicable

Item 6 is hereby amended to add the following:

On May 10, 2019, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person, with respect to the securities of the Issuer.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 13, 2019

SCHEDULE A

Director and Officers of Henset Capital Inc.

Directors and Officers of The Jay and Barbara Hennick Family Foundation

Director and Officers of Jayset Capital Corp.

Director and Officers of 2688845 Ontario Inc., General Partner of FSV Shares LP.

Director and Officers of 2694503 Ontario Inc., General Partner of FSV Shares II LP.

Annex A

Transactions in Securities of the Issuer over the past 60 days

HENSET CAPITAL INC.

JAYSET CAPITAL CORP.

FSV SHARES LP

FSV SHARES II LP

*Transfer of shares credited as a limited partnership capital contribution.

**Conversion from Multiple Voting Shares to Subordinate Voting Shares on a one-for-one basis.