| 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:
See Item 2(c) below |
| (b) | Address or principal business office or, if none, residence:
See Item 2(c) below |
| (c) | Citizenship:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
(i) BCEC-GFL Borrower (Cayman) LP
c/o BC Partners Advisors L.P.
650 Madison Avenue
New York, New York 10022
Citizenship: Cayman Islands
(ii) BCEC-GFL Borrower GP (Cayman), Ltd
c/o BC Partners Advisors L.P.
650 Madison Avenue
New York, New York 10022
Citizenship: Cayman Islands
(iii) GFL Borrower II (Cayman) LP
168 Robinson Road, #37-01
Capital Tower, Singapore 068912
Citizenship: Cayman Islands
(iv) GFL Borrower II GP (Cayman), Ltd
c/o BC Partners Advisors L.P.
650 Madison Avenue
New York, New York 10022
Citizenship: Cayman Islands
(v) GFL Borrower Luxembourg S.a r.l.
c/o BC Partners Advisors L.P.
650 Madison Avenue
New York, New York 10022
Citizenship: Luxembourg
(vi) BCEC-GFL Holdings (Guernsey) L.P.
c/o BC Partners Advisors L.P.
650 Madison Avenue
New York, New York 10022
Citizenship: Guernsey
(vii) BCEC Management X Limited
c/o BC Partners Advisors L.P.
650 Madison Avenue
New York, New York 10022
Citizenship: Guernsey
BCEC-GFL Borrower (Cayman) LP directly holds 62,062,374 subordinate voting shares, no par value (the "Subordinate Voting Shares") of GFL Environmental Inc. (the "Issuer") and GFL Borrower II (Cayman) LP directly holds 14,584,103 Subordinate Voting Shares of the Issuer. BCEC-GFL Borrower GP (Cayman), Ltd is the general partner of BCEC-GFL Borrower (Cayman) LP, and GFL Borrower II GP (Cayman), Ltd is the general partner of GFL Borrower II (Cayman) LP. Each of BCEC-GFL Borrower GP (Cayman), Ltd and GFL Borrower II GP (Cayman), Ltd is wholly-owned by GFL Borrower Luxembourg S.a r.l. GFL Borrower Luxembourg S.a r.l. is wholly-owned by BCEC - GFL Holdings (Guernsey) L.P. The general partner of BCEC - GFL Holdings (Guernsey) L.P. is BCEC Management X Limited. |
| (d) | Title of class of securities:
Subordinate Voting Shares, no par value |
| (e) | CUSIP No.:
36168Q104 |
| 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) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | 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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Calculations of the percentage of Subordinate Voting Shares of the Issuer beneficially owned are based on 347,010,981 Subordinate Voting Shares outstanding as of November 20, 2025, as reported in the Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission on November 24, 2025. Each of the Reporting Persons may be deemed to be the beneficial owner of the Subordinate Voting Shares listed on such Reporting Person's cover page.
As of December 31, 2025, BCEC-GFL Borrower (Cayman) LP directly holds 62,062,374 Subordinate Voting Shares of the Issuer and GFL Borrower II (Cayman) LP directly holds 14,584,103 Subordinate Voting Shares of the Issuer.
By virtue of certain rights that Magny Cours Investment Pte Ltd., an affiliate of GIC Private Limited, has with respect to its investment in GFL Borrower II (Cayman) LP, GFL Borrower II (Cayman), LP and Magny Cours Investment Pte Ltd. may be deemed to share dispositive power over the securities held by GFL Borrower II (Cayman) LP. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person is a member of a group with Magny Cours Investment Pte Ltd. and its affiliates for the purposes of Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended ("Exchange Act"). Each Reporting Person disclaims beneficial ownership of any Subordinate Voting Shares that may be deemed to be beneficially owned by Magny Cours Investment Pte Ltd. and its affiliates.
By virtue of a certain Investor Rights Agreement, dated as of March 5, 2020 (the "Investor Rights Agreement"), entered into by and among Patrick Dovigi and certain of his affiliates (collectively with their affiliated transferees, the "Investor"), the Issuer and, solely for certain limited purposes, BC Partners Advisors, L.P., an affiliate of the Reporting Persons, the Investor and the Reporting Persons 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 Persons and the Investor and their respective affiliates separately make Schedule 13G filings reporting the Subordinate Voting Shares they may be deemed to beneficially own. Each Reporting Person disclaims beneficial ownership of any Subordinate Voting Shares that may be deemed to be beneficially owned by the Investor and its affiliates. |
| (b) | Percent of class:
Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Subordinate Voting Shares listed on such Reporting Person's cover page. |
| (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.
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| | (iii) Sole power to dispose or to direct the disposition of:
See each cover page hereof.
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| | (iv) Shared power to dispose or to direct the disposition of:
See each cover page hereof.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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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. |
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Not Applicable
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Rule 13d-1(d)