Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
The information required on 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 (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 (however, see the Notes).
1
|
Name Of Reporting Persons
The Joyce Family Foundation
|
|
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
Ontario, Canada
|
|
|
5
|
Sole Voting Power
|
|
Number of
|
|
0
|
|
Shares
|
6
|
Shared Voting Power
|
|
Beneficially
|
|
18,498,251(1)
|
|
Owned By
|
7
|
Sole Dispositive Power
|
|
Each
|
|
0
|
|
Reporting
|
8
|
Shared Dispositive Power
|
|
Person With
|
|
18,498,251(1)
|
|
9
|
Aggregate Amount Beneficially Owned By Each Reporting Person
18,498,251(1)
|
|
10
|
Check If The Aggregate Amount In Row (9) Excludes Certain
Shares (See Instructions)
|
|
11
|
Percent Of Class Represented By Amount In Row 9
12.2%(2)
|
|
12
|
Type of Reporting Person (See Instructions)
OO
|
|
|
|
|
|
|
|
1
|
For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Common Shares beneficially owned by The
Foundation may be deemed to be beneficially owned by Steven Joyce, Grant Joyce, Aileen O’Rafferty, Michele Allison-Thornley,
Rob MacIsaac, and Ed Lumley, as Co-Trustees of the Foundation.
|
|
|
2
|
Based on 151,402,616 Common Shares of the Issuer outstanding at September 30, 2019, as reported
in the Issuer’s Form 6-K furnished to the Securities and Exchange Commission on November 8, 2019.
|
1
|
Name Of Reporting Persons
Ed Lumley
|
|
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
Canada
|
|
|
5
|
Sole Voting Power
|
|
Number of
|
|
0
|
|
Shares
|
6
|
Shared Voting Power
|
|
Beneficially
|
|
18,498,251(1)
|
|
Owned By
|
7
|
Sole Dispositive Power
|
|
Each
|
|
0
|
|
Reporting
|
8
|
Shared Dispositive Power
|
|
Person With
|
|
18,498,251(1)
|
|
9
|
Aggregate Amount Beneficially Owned By Each Reporting Person
18,498,251(1)
|
|
10
|
Check If The Aggregate Amount In Row (9) Excludes Certain
Shares (See Instructions)
|
|
11
|
Percent Of Class Represented By Amount In Row 9
12.2%(2)
|
|
12
|
Type of Reporting Person (See Instructions)
IN
|
|
|
|
|
|
|
|
1
|
For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Common Shares beneficially owned by The
Foundation may be deemed to be beneficially owned by Steven Joyce, Grant Joyce, Aileen O’Rafferty, Michele Allison-Thornley,
Rob MacIsaac, and Ed Lumley, as Co-Trustees of the Foundation.
|
|
|
2
|
Based on 151,402,616 Common Shares of the Issuer outstanding at September 30, 2019, as reported
in the Issuer’s Form 6-K furnished to the Securities and Exchange Commission on November 8, 2019.
|
1
|
Name Of Reporting Persons
Steven Joyce
|
|
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
Canada
|
|
|
5
|
Sole Voting Power
|
|
Number of
|
|
0
|
|
Shares
|
6
|
Shared Voting Power
|
|
Beneficially
|
|
18,498,251(1)
|
|
Owned By
|
7
|
Sole Dispositive Power
|
|
Each
|
|
0
|
|
Reporting
|
8
|
Shared Dispositive Power
|
|
Person With
|
|
18,498,251(1)
|
|
9
|
Aggregate Amount Beneficially Owned By Each Reporting Person
18,498,251(1)
|
|
10
|
Check If The Aggregate Amount In Row (9) Excludes Certain
Shares (See Instructions)
|
|
11
|
Percent Of Class Represented By Amount In Row 9
12.2%(2)
|
|
12
|
Type of Reporting Person (See Instructions)
IN
|
|
|
|
|
|
|
|
1
|
For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Common Shares beneficially owned by The
Foundation may be deemed to be beneficially owned by Steven Joyce, Grant Joyce, Aileen O’Rafferty, Michele Allison-Thornley,
Rob MacIsaac, and Ed Lumley, as Co-Trustees of the Foundation.
|
|
|
2
|
Based on 151,402,616 Common Shares of the Issuer outstanding at September 30, 2019, as reported
in the Issuer’s Form 6-K furnished to the Securities and Exchange Commission on November 8, 2019.
|
1
|
Name Of Reporting Persons
Grant Joyce
|
|
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
Canada
|
|
|
5
|
Sole Voting Power
|
|
Number of
|
|
0
|
|
Shares
|
6
|
Shared Voting Power
|
|
Beneficially
|
|
18,498,251(1)
|
|
Owned By
|
7
|
Sole Dispositive Power
|
|
Each
|
|
0
|
|
Reporting
|
8
|
Shared Dispositive Power
|
|
Person With
|
|
18,498,251(1)
|
|
9
|
Aggregate Amount Beneficially Owned By Each Reporting Person
18,498,251(1)
|
|
10
|
Check If The Aggregate Amount In Row (9) Excludes Certain
Shares (See Instructions)
|
|
11
|
Percent Of Class Represented By Amount In Row 9
12.2%(2)
|
|
12
|
Type of Reporting Person (See Instructions)
IN
|
|
|
|
|
|
|
|
1
|
For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Common Shares beneficially owned by The
Foundation may be deemed to be beneficially owned by Steven Joyce, Grant Joyce, Aileen O’Rafferty, Michele Allison-Thornley,
Rob MacIsaac, and Ed Lumley, as Co-Trustees of the Foundation.
|
|
|
2
|
Based on 151,402,616 Common Shares of the Issuer outstanding at September 30, 2019, as reported
in the Issuer’s Form 6-K furnished to the Securities and Exchange Commission on November 8, 2019.
|
1
|
Name Of Reporting Persons
Aileen O’Rafferty
|
|
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
Canada
|
|
|
5
|
Sole Voting Power
|
|
Number of
|
|
0
|
|
Shares
|
6
|
Shared Voting Power
|
|
Beneficially
|
|
18,498,251(1)
|
|
Owned By
|
7
|
Sole Dispositive Power
|
|
Each
|
|
0
|
|
Reporting
|
8
|
Shared Dispositive Power
|
|
Person With
|
|
18,498,251(1)
|
|
9
|
Aggregate Amount Beneficially Owned By Each Reporting Person
18,498,251(1)
|
|
10
|
Check If The Aggregate Amount In Row (9) Excludes Certain
Shares (See Instructions)
|
|
11
|
Percent Of Class Represented By Amount In Row 9
12.2%(2)
|
|
12
|
Type of Reporting Person (See Instructions)
IN
|
|
|
|
|
|
|
|
1
|
For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Common Shares beneficially owned by The
Foundation may be deemed to be beneficially owned by Steven Joyce, Grant Joyce, Aileen O’Rafferty, Michele Allison-Thornley,
Rob MacIsaac, and Ed Lumley, as Co-Trustees of the Foundation.
|
|
|
2
|
Based on 151,402,616 Common Shares of the Issuer outstanding at September 30, 2019, as reported
in the Issuer’s Form 6-K furnished to the Securities and Exchange Commission on November 8, 2019.
|
1
|
Name Of Reporting Persons
Michele Allison-Thornley
|
|
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
Canada
|
|
|
5
|
Sole Voting Power
|
|
Number of
|
|
0
|
|
Shares
|
6
|
Shared Voting Power
|
|
Beneficially
|
|
18,498,251(1)
|
|
Owned By
|
7
|
Sole Dispositive Power
|
|
Each
|
|
0
|
|
Reporting
|
8
|
Shared Dispositive Power
|
|
Person With
|
|
18,498,251(1)
|
|
9
|
Aggregate Amount Beneficially Owned By Each Reporting Person
18,498,251(1)
|
|
10
|
Check If The Aggregate Amount In Row (9) Excludes Certain
Shares (See Instructions)
|
|
11
|
Percent Of Class Represented By Amount In Row 9
12.2%(2)
|
|
12
|
Type of Reporting Person (See Instructions)
IN
|
|
|
|
|
|
|
|
1
|
For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Common Shares beneficially owned by The
Foundation may be deemed to be beneficially owned by Steven Joyce, Grant Joyce, Aileen O’Rafferty, Michele Allison-Thornley,
Rob MacIsaac, and Ed Lumley, as Co-Trustees of the Foundation.
|
|
|
2
|
Based on 151,402,616 Common Shares of the Issuer outstanding at September 30, 2019, as reported
in the Issuer’s Form 6-K furnished to the Securities and Exchange Commission on November 8, 2019.
|
1
|
Name Of Reporting Persons
Rob MacIsaac
|
|
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
Canada
|
|
|
5
|
Sole Voting Power
|
|
Number of
|
|
0
|
|
Shares
|
6
|
Shared Voting Power
|
|
Beneficially
|
|
18,498,251(1)
|
|
Owned By
|
7
|
Sole Dispositive Power
|
|
Each
|
|
0
|
|
Reporting
|
8
|
Shared Dispositive Power
|
|
Person With
|
|
18,498,251(1)
|
|
9
|
Aggregate Amount Beneficially Owned By Each Reporting Person
18,498,251(1)
|
|
10
|
Check If The Aggregate Amount In Row (9) Excludes Certain
Shares (See Instructions)
|
|
11
|
Percent Of Class Represented By Amount In Row 9
12.2%(2)
|
|
12
|
Type of Reporting Person (See Instructions)
IN
|
|
|
|
|
|
|
|
1
|
For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Common Shares beneficially owned by The
Foundation may be deemed to be beneficially owned by Steven Joyce, Grant Joyce, Aileen O’Rafferty, Michele Allison-Thornley,
Rob MacIsaac, and Ed Lumley, as Co-Trustees of the Foundation.
|
|
|
2
|
Based on 151,402,616 Common Shares of the Issuer outstanding at September 30, 2019, as reported
in the Issuer’s Form 6-K furnished to the Securities and Exchange Commission on November 8, 2019.
|
|
|
Item 1(a).
|
Name of Issuer:
|
Just Energy Group
Inc. (the “Issuer”)
|
|
Item 1 (b).
|
Address of Issuer’s Principal Executive Offices:
|
6345 Dixie Road, Suite
200
Mississauga, Ontario
L5T 2E6
Canada
|
|
Item 2 (a).
|
Name of Person Filing:
|
The Joyce Family Foundation
(the “Foundation”), Steven Joyce, Grant Joyce, Aileen O’Rafferty, Michele Allison-Thornley, Rob MacIsaac,
and Ed Lumley (together, the “Reporting Persons”)1
|
|
Item 2 (b).
|
Address of Principal Business Office or, if None,
Residence:
|
The Foundation - 4050 Appleby Line,
Burlington, Ontario L7M 0Y7, Canada
Mr. Steven Joyce – 4050 Appleby
Line, Burlington, Ontario L7M 0Y7, Canada
Mr. Grant Joyce – 4050 Appleby
Line, Burlington, Ontario L7M 0Y7, Canada
Ms. Aileen O’Rafferty –
4050 Appleby Line, Burlington, Ontario L7M 0Y7, Canada
Ms. Michele Allison-Thornley –
4050 Appleby Line, Burlington, Ontario L7M 0Y7, Canada
Mr. Rob MacIsaac –
4050 Appleby Line, Burlington, Ontario L7M 0Y7, Canada
Hon. Ed Lumley – 4050 Appleby
Line, Burlington, Ontario L7M 0Y7, Canada
The Foundation is
a charitable trust organized under the laws of Ontario, Canada.
Mr. Steven Joyce is
a citizen of Canada.
Mr. Grant Joyce is
a citizen of Canada.
Ms. Aileen O’Rafferty
is a citizen of Canada.
Ms. Michele Allison-Thornley
is a citizen of Canada.
Mr. Rob MacIsaac is
a citizen of Canada.
Hon. Ed Lumley is
a citizen of Canada.
|
|
Item 2 (d).
|
Title of Class of Securities:
|
Common Shares, No
Par Value (the “Common Shares”)
|
|
Item 2 (e).
|
CUSIP Number:
|
48213W101
Following
the death of Mr. Ronald V. Joyce, for estate administration purposes, the entirety of the holdings in the Issuer controlled by
Mr. Joyce were transferred to the Foundation via inter-account transfers. Mr. Joyce’s interests in the Issuer were held through
Jetport Inc., an entity controlled by Mr. Joyce, and following an inter-account transfer to the Ronald V. Joyce Alter Ego Trust
#3, an aggregate of 17,756,051 Common Shares were transferred to the Foundation. Prior to the transfer, the Foundation was the
holder of 742,200 Common Shares, such that, following the transfer of the Common Shares in connection with the estate administration,
the Foundation holds (or has the right to acquire within 60 days) 18,498,251 Common Shares (being 12.2% of the issued and outstanding
Common Shares, calculated in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended).
|
|
1
|
Neither the present filing nor anything contained herein shall be construed as an admission that the Reporting Persons constitute
a “group” for any purposes and each expressly disclaims membership in a group.
|
The transfer
of the Common Shares has been undertaken for estate administration purposes. The Foundation currently intends to hold the Common
Shares for investment purposes; however, the Foundation may in the future take such actions in respect of its holdings as it deems
appropriate in light of the circumstances then existing, including without limitation, the acquisition of additional Common Shares
or the sale of all or a portion of its holdings to one or more purchasers.
|
|
(a)
|
Amount beneficially owned:
|
18,498,251
12.2%
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote:
|
See Cover
Pages Items 5 – 8.
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
See Cover
Pages Items 5 – 8.
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
See Cover
Pages Items 5 – 8.
|
|
(iv)
|
Shared power to dispose or to direct the disposition
of:
|
See Cover
Pages Items 5 – 8.
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
If the 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
|
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.
By signing below each Reporting
Person certifies that, to the best of their 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.
|
Date: December 12, 2019
|
THE JOYCE FAMILY FOUNDATION
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Hon. Ed Lumley
|
|
|
|
Name: Hon. Ed Lumley
|
|
|
|
Title: Advisor Trustee
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Steven Joyce
|
|
|
|
Name: Steven Joyce
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Grant Joyce
|
|
|
|
Name: Grant Joyce
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Aileen O’Rafferty
|
|
|
|
Name: Aileen O’Rafferty
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Michele Allison-Thornley
|
|
|
|
Name: Michele Allison-Thornley
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Rob MacIsaac
|
|
|
|
Name: Rob MacIsaac
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Hon. Ed
Lumley
|
|
|
|
Name: Hon. Ed Lumley
|
|
EXHIBITS
|
Exhibit
Number
|
Title
|
|
|
|
|
|
99.1
|
Joint Filing Agreement, dated December 12, 2019, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended
|