SHOPIFY INC.
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(Name of Issuer)
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CLASS A SUBORDINATE VOTING SHARES
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(Title and Class of Securities)
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82509L107
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(CUSIP Number)
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DECEMBER 31, 2015
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 82509L107
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Schedule 13G
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1
|
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KLISTER CREDIT CORP.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5 SOLE VOTING POWER
|
|
6 SHARED VOTING POWER
4,996,060 (1)
|
||
7 SOLE DISPOSITIVE POWER
|
||
8 SHARED DISPOSITIVE POWER
4,996,060 (1)
|
||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,996,060 (1)
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8% (2)
|
|
12
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TYPE OF REPORTING PERSON
CO
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(1)
|
Consists of 750,000 Class A subordinate voting shares and 4,246,060 Class B multiple voting shares, in each case held by Klister Credit Corp. Each Class B multiple voting share is convertible at the holder's option at any time into one Class A subordinate voting share.
|
(2)
|
Based on 56,877,089 Class A subordinate voting shares outstanding as of December 31, 2015 and the aggregate number of Class B multiple voting shares owned by Klister Credit Corp., which are included only for purposes of computing the percentage ownership of the Reporting Person.
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CUSIP No. 82509L107
|
Schedule 13G
|
|
1
|
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOHN PHILLIPS
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CANADIAN
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5 SOLE VOTING POWER
|
|
6 SHARED VOTING POWER
2,498,030 (1)
|
||
7 SOLE DISPOSITIVE POWER
|
||
8 SHARED DISPOSITIVE POWER
2,498,030 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,498,030 (1)
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.4% (2)
|
|
12
|
TYPE OF REPORTING PERSON
IN
|
(1)
|
Consists of 375,000 Class A subordinate voting shares and 2,123,030 Class B multiple voting shares, in each case which John Phillips is deemed to beneficially own in his capacity as a 50% shareholder of Klister Credit Corp. Each Class B multiple voting share is convertible at the holder's option at any time into one Class A subordinate voting share.
|
(2)
|
Based on 56,877,089 Class A subordinate voting shares outstanding as of December 31, 2015 and the aggregate number of Class B multiple voting shares beneficially owned by John Phillips, which are included only for purposes of computing the percentage ownership of the Reporting Person.
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CUSIP No. 82509L107
|
Schedule 13G
|
|
1
|
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CATHERINE PHILLIPS
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CANADIAN
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5 SOLE VOTING POWER
|
|
6 SHARED VOTING POWER
2,498,030 (1)
|
||
7 SOLE DISPOSITIVE POWER
|
||
8 SHARED DISPOSITIVE POWER
2,498,030 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,498,030 (1)
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.4% (2)
|
|
12
|
TYPE OF REPORTING PERSON
IN
|
(1)
|
Consists of 375,000 Class A subordinate voting shares and 2,123,030 Class B multiple voting shares, in each case which Catherine Phillips is deemed to beneficially own in her capacity as a 50% shareholder of Klister Credit Corp. Each Class B multiple voting share is convertible at the holder's option at any time into one Class A subordinate voting share.
|
(2)
|
Based on 56,877,089 Class A subordinate voting shares outstanding as of December 31, 2015 and the aggregate number of Class B multiple voting shares beneficially owned by Catherine Phillips, which are included only for purposes of computing the percentage ownership of the Reporting Person.
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CUSIP No. 82509L107
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Schedule 13G
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(a)
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The name of the issuer is Shopify Inc. (the "Issuer").
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(b)
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The Issuer's principal executive offices are located at:
|
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150 ELGIN STREET, 8TH FLOOR
OTTAWA, ONTARIO, CANADA K2P 1L4
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(a)
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The names of the persons (collectively, the "Reporting Persons") filing this Schedule 13G (this "Statement") are:
|
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KLISTER CREDIT CORP.
JOHN PHILLIPS
CATHERINE PHILLIPS
|
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(b)
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The principal business office for each of the Reporting Persons is
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186 STRATHGOWAN AVENUE, TORONTO, ON, M4N 1C3
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(c)
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Citizenship:
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CANADA
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(d)
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This Statement relates to the Class A subordinate voting shares of the Issuer.
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(e)
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The CUSIP Number of the Class A subordinate voting shares is 82509L107.
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Item 3.
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Filing Category.
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Not applicable.
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CUSIP No. 82509L107
|
Schedule 13G
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned: See Item 9 of each cover page.
|
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(b)
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Percent of Class: See Item 11 of each cover page.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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See Item 5 of each cover page.
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(ii)
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Shared power to vote or to direct the vote of shares:
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See Item 6 of each cover page.
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|||
(iii)
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Sole power to dispose or to direct the disposition of shares:
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See Item 7 of each cover page.
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(iv)
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Shared power to dispose or to direct the disposition of shares:
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See Item 8 of each cover page.
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Item 5.
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Ownership of 5 Percent or Less of a Class.
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CUSIP No. 82509L107
|
Schedule 13G
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Item 6.
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Ownership of More than 5 Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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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.
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Identification and Classification of Members of a Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
|
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Not applicable.
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Item 10.
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Certifications
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Not applicable.
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CUSIP No. 82509L107
|
Schedule 13G
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KLISTER CREDIT CORP.
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||||
By:
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/s/ John Phillips
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|||
Name:
|
John Phillips
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|||
Title:
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Director
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|||
JOHN PHILLIPS
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||||
/s/ John Phillips
|
||||
CATHERINE PHILLIPS
|
||||
/s/ Catherine Phillips
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||||
CUSIP No. 82509L107
|
Schedule 13G
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Exhibit 1
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Joint Filing Agreement among Klister Credit Corp., John Phillips and Catherine Phillips.
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