|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 5)
|
GFL Environmental Inc. (Name of Issuer) |
Subordinate Voting Shares, no par value (Title of Class of Securities) |
36168Q104 (CUSIP Number) |
09/30/2025 (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. | 36168Q104 |
| 1 | Names of Reporting Persons
Patrick Dovigi | ||||||||
| 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 (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
25,688,228.00 | ||||||||
| 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)
6.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| Item 1. | |
| (a) | Name of issuer:
GFL Environmental Inc. |
| (b) | Address of issuer's principal executive offices:
100 New Park Place, Suite 500 Vaughan, Ontario, Canada L4K 0H9 |
| Item 2. | |
| (a) | Name of person filing:
Patrick Dovigi |
| (b) | Address or principal business office or, if none, residence:
c/o GFL Environmental Inc.
100 New Park Place, Suite 500
Vaughan, Ontario, Canada L4K 0H9 |
| (c) | Citizenship:
Canadian |
| (d) | Title of class of securities:
Subordinate Voting Shares, no par value |
| (e) | CUSIP No.:
36168Q104 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of September 30, 2025, Patrick Dovigi (the "Reporting Person") may be deemed to beneficially own an aggregate of 25,688,228 subordinate voting shares, no par value (the "Subordinate Voting Shares") of GFL Environmental Inc. (the "Issuer") as follows: (a) 312,301 multiple voting shares, which are convertible into Subordinate Voting Shares on a one-for-one basis, and options currently exercisable within 60 days into 13,875,262 Subordinate Voting Shares held directly; (b) 2 Subordinate Voting Shares held directly by Omega Jo Inc., an entity controlled by the Reporting Person; and (c) 11,500,663 multiple voting shares, which are convertible into Subordinate Voting Shares on a one-for-one basis held in trusts established for the benefit of immediate family members for which Reporting Person serves as trustee and, in such capacity, has investment and voting discretion over the shares held by each trust.
Calculations of the percentage of Subordinate Voting Shares of the Issuer beneficially owned is based on 351,531,865 Subordinate Voting Shares outstanding as of June 30, 2025, as reported in the Form 6-K filed by the Issuer with the Securities and Exchange Commission on August 1, 2025, and take into account any options held directly or indirectly by the Reporting Person and the conversion of any multiple voting shares held directly or indirectly by the Reporting Person as converted on a one-for-one basis, as applicable. The Reporting Person may be deemed to be the beneficial owner of the Subordinate Voting Shares listed on his cover page.
For U.S. securities law purposes, by virtue of a certain Investor Rights Agreement, dated as of March 5, 2020 (the "Investor Rights Agreement"), entered into by and among the Reporting Person and certain of his affiliates (the "Dovigi Group"), the Issuer and solely for certain limited purposes, BC Partners Advisors, L.P. ("BC Partners"), the Dovigi Group and BC Partners and certain of its affiliates may be deemed to be part of a "group" for purposes of Section 13(d) of the Exchange Act. However, neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that such persons are members of any such group. Each of the Reporting Person and BC Partners and its respective affiliates are separately making a Schedule 13G filing reporting the Subordinate Voting Shares they may be deemed to beneficially own. The Reporting Person disclaims beneficial ownership of any Subordinate Voting Shares that may be deemed to be beneficially owned by BC Partners and its affiliates. |
| (b) | Percent of class:
6.8% |
| (c) | Number of shares as to which the person has:
|
| (i) Sole power to vote or to direct the vote:
See each cover page hereof. | |
| (ii) Shared power to vote or to direct the vote:
See each cover page hereof. | |
| (iii) Sole power to dispose or to direct the disposition of:
See each cover page hereof. | |
| (iv) Shared power to dispose or to direct the disposition of:
See each cover page hereof. | |
| Item 6. | Ownership of more than 5 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. |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Item 4. | |
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
|
| Item 10. | Certifications: |
Not Applicable
|
| 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.
|
|
|