JE Just Energy Group Inc

CUSIP No. 48213W101

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CUSIP No. 48213W101

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Item 1. Security and Issuer

This Amendment No. 1 amends and restates in its entirety the Statement on Schedule 13D initially filed on September 13, 2019 (as amended, the “Schedule 13D”) and relates to the common shares, no par value per share (the “Common Stock”), of Just Energy Group Inc., a Canadian corporation (the “Company”). The address of the principal executive offices of the Company is 6345 Dixie Road, Suite 200, Mississauga, Ontario, Canada L5T 2E6.

Item 2. Identity and Background

(a)

(b)

(c)

(d) During the last five years, neither of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, neither of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which it or he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

(f) Mr. Snyder is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration

The purchase of the shares of Common Stock by the Reporting Persons was financed through working capital of The Snyder Trust. No funds or other consideration were borrowed or obtained for the purpose of acquiring the Common Stock.

Item 4. Purpose of Transaction

The Reporting Persons originally acquired, and continue to hold, the Common Stock reported in this Schedule 13D for investment purposes. Since acquiring Common Stock the Reporting Persons have conducted discussions and a frank exchange of views with certain members of the Company’s board of directors and certain officers of the Company concerning the Company’s ongoing strategic review process announced on June 6, 2019 (the “Strategic Review”) and the Company’s recent adjustment to accounts receivable on July 23, 2019 and August 9, 2019 (the “Accounts Receivable Adjustments”). The Reporting Persons will continuously assess the Company’s business, financial condition, results of operations and prospects, general economic conditions, the securities markets in general and the Common Stock in particular, other developments, other investment opportunities, and its current strategies to enhance and maximize shareholder value. Depending on such assessments, the Reporting Persons may acquire additional Common Stock or may determine to sell or otherwise dispose of some or all of the Common Stock presently held the by Reporting Persons in the open market or in private transactions. Such actions will depend on a variety of factors, including, without limitation, current and anticipated future trading prices for the Common Stock, the financial condition, results of operations and prospects of the Company, alternative investment

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opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to these investment decisions. The Reporting Persons reserve the right to change their intention with respect to any or all of the matters required to be disclosed in this Item 4.

Although the Reporting Persons had no plans or proposals at the time of the various purchases and do not have any particular plans or proposals at present, the Reporting Persons intend to review their investment in the Company on a continuing basis and may engage in communications with and/or express their views to and or/meet with management, the Company’s board of directors, one or more other shareholders, officers of the Company or third parties, including potential acquirers, service providers and financing sources, and/or formulate plans or proposals regarding the Company, its assets or its securities, and may take other steps seeking to bring about changes to increase shareholder value. Such proposals or positions may include one or more plans that relate to the Company’s business, management, capital structure and allocation, corporate governance, board composition and strategic alternatives and direction. During the course of such communications, the Reporting Persons may advocate or oppose one or more courses of action.

Item 5. Interest in Securities of the Issuer

(a) The Snyder Trust may be deemed to beneficially own 12,440,645 shares of Common Stock, representing approximately 8.3% of the outstanding shares of Common Stock. Mr. Snyder, as sole trustee of The Snyder Trust, may be deemed to beneficially own in the aggregate 12,440,645 shares of Common Stock, representing approximately 8.3% of the outstanding shares of Common Stock. These percentages are based on the 149,595,952 shares of Common Stock issued and outstanding on March 31, 2019, as reported in the Company’s Amendment No. 3 to Form 40-F, filed on August 20, 2019.

(b) The Snyder Trust has sole voting and sole dispositive power with respect to 12,440,645 shares of Common Stock and shared voting and shared dispositive power with respect to no shares of Common Stock. Mr. Snyder, as sole trustee of The Snyder Trust, has sole voting and sole dispositive power with respect to 12,440,645 shares of Common Stock and shared voting and shared dispositive power with respect to no shares of Common Stock. Mr. Snyder disclaims beneficial ownership of the shares held of record by The Snyder Trust except to the extent of his pecuniary interest therein.

(c) The following describes all transactions in the Company’s Common Stock that were effected during the past 60 days by the Reporting Persons:

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(d) No person other than a Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The Reporting Persons have discussed with certain other significant shareholders of the Company a host of issues regarding the strategic direction and the management of the Company, including the Strategic Review and the Accounts Receivable Adjustments. However, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the Common Stock, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits

1. Joint Filing Agreement, by and between the Reporting Persons, dated September 13, 2019.

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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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