SCHEDULE: Alithya Group Insiders Maintain 9.0% Stake, Update Beneficial Ownership and Corporate Address
Amendment to Schedule 13D
A group of Alithya Group inc. insiders, including CEO Paul Raymond and directors Ghyslain Rivard and Pierre Turcotte, have filed an amended Schedule 13D, confirming their collective beneficial ownership of 9.0% of Class A subordinate voting shares and announcing a future change in the company's principal executive offices.
Summary
- An Amendment No. 2 to Schedule 13D has been filed by a group of Reporting Persons, including Ghyslain Rivard, Pierre Turcotte, and Paul Raymond, along with several associated entities and trusts, regarding their beneficial ownership in Alithya Group inc.
- The Reporting Persons collectively beneficially own 9,058,224 Class A subordinate voting shares of Alithya Group inc., representing 9.0% of the class.
- This percentage is calculated based on 92,030,852 Subordinate Voting Shares issued and outstanding as of June 27, 2025, plus 8,336,534 Subordinate Voting Shares issuable to the Reporting Persons upon exercise of options or conversion of Multiple Voting Shares.
- The Issuer's principal executive offices will change to 700, Rene-Levesque West Blvd, Suite 400, Montreal, Quebec, H3B 1X8, effective July 21, 2025.
- Paul Raymond, the President and Chief Executive Officer, made several transactions in the Issuer's securities within 60 days prior to the amendment date, including purchasing 2,823 shares on May 29, 2025, and 2,181 shares on June 27, 2025, through the Employee Share Purchase Plan.
- On June 27, 2025, Mr. Raymond also acquired 52,632 Multiple Voting Shares through option exercise, while 100,000 options to acquire Multiple Voting Shares expired on the same date.
- The Reporting Persons have a joint filing agreement and an Amended and Restated Voting Agreement, which governs their voting and disposition of securities.
- 9668586 Canada Inc. ceased to be a beneficial owner of more than 5% of the Subordinate Voting Shares as of November 25, 2024.
Sentiment
Score: 5
Explanation: The document is a factual regulatory filing (Schedule 13D amendment) disclosing beneficial ownership and related agreements. It does not contain information that would inherently convey positive or negative sentiment about the company's performance or prospects, beyond the routine disclosure of insider holdings.
Positives
- Continued significant insider ownership (9.0%) by key management and directors, potentially indicating alignment of interests with shareholders.
- CEO Paul Raymond's ongoing participation in the Employee Share Purchase Plan demonstrates continued investment in the company.
Negatives
- Expiration of 100,000 options to acquire Multiple Voting Shares held by CEO Paul Raymond on June 27, 2025, which could indicate a missed opportunity for conversion or a strategic decision not to exercise.
Risks
- The Reporting Persons may acquire or dispose of Subordinate Voting Shares in the open market, by private agreement, or otherwise, or acquire interests in or enter into related financial instruments involving the Issuer's security, depending on market conditions and other factors. This introduces uncertainty regarding future share price movements based on large holder activity.
Future Outlook
The Reporting Persons may, depending on market conditions and other factors, acquire or dispose of Subordinate Voting Shares of the Issuer in the open market, by private agreement, or otherwise, or acquire interests in or enter into related financial instruments involving a security of the Issuer.
Management Comments
- Mr. Rivard, Mr. Turcotte and Mr. Raymond are directors of the Issuer.
- Mr. Raymond is also the President and Chief Executive Officer of the Issuer.
- Each Reporting Person disclaims beneficial ownership with respect to the reported securities, except to the extent of its pecuniary interest.
Industry Context
This filing is a standard regulatory disclosure of significant beneficial ownership and does not provide specific industry context or trends. It pertains to the ownership structure of Alithya Group inc., a company in the IT services or technology consulting sector, given its name and the nature of its shares.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Agreement | The Reporting Persons have entered into a Joint Filing Agreement. | 2018-11-01 | Formalizes the group's coordinated filing approach for beneficial ownership disclosures. |
| Agreement | An Amended and Restated Voting Agreement dated November 1, 2018, is in place among several Reporting Persons, governing their voting and disposition of the Issuer's securities. | 2018-11-01 | Ensures coordinated voting and disposition strategies among the significant insider shareholders, potentially influencing corporate control and strategic decisions. |
| Agreement Adherence | Declarations of Intervention were made by 9668586 Canada Inc. (December 18, 2019) and Triaxions (March 27, 2023) to be bound by the Amended Voting Agreement. | 2019-12-18 | Expands the scope of entities bound by the Amended Voting Agreement, further solidifying the coordinated control of the Reporting Persons over their collective shares. |
| Compensation Policy | Directors Ghyslain Rivard and Pierre Turcotte receive Deferred Share Units (DSUs) as part of their board retainer under the Issuer's Long Term Incentive Plan. | Aligns director compensation with long-term shareholder value, as DSUs settle after termination, encouraging sustained commitment. | |
| Compensation Policy | President and CEO Paul Raymond participates in the Issuer's incentive plans, holding options, Performance Share Units (PSUs), Restricted Share Units (RSUs), and DSUs, and also participates in the Employee Share Purchase Plan. | Aligns executive compensation with company performance and shareholder interests through equity-based incentives and encourages direct share ownership. |
Related Party Transactions
- Transactions by Paul Raymond (President and CEO) in the Issuer's securities, including purchases through the Employee Share Purchase Plan and option exercises/expirations.
- Compensation arrangements for Mr. Rivard, Mr. Turcotte (directors), and Mr. Raymond (President and CEO) involving deferred share units, stock options, performance share units, and restricted share units.
- The beneficial ownership is held by a group of individuals who are directors/officers and their controlled entities/trusts, indicating related party holdings and coordinated voting/disposition agreements among them.
Stakeholder Impact
- Shareholders: Provides transparency regarding significant insider ownership and their collective voting power (9.0%). The potential for future acquisitions or dispositions by this group could influence market perception and share price.
- Management/Employees: Details compensation arrangements for key executives and directors, including share-based incentives and an Employee Share Purchase Plan, which can align interests.
- Regulatory Bodies: Fulfills SEC disclosure requirements for beneficial ownership, ensuring market transparency.
Next Steps
- The Issuer's principal executive offices will change effective July 21, 2025.
- Reporting Persons may acquire or dispose of Subordinate Voting Shares in the future based on market conditions.
Key Dates
| Date | Description |
|---|---|
| 2018-11-01 | Original date of the Voting Agreement and the Amended and Restated Voting Agreement. |
| 2018-11-14 | Date of the initial Schedule 13D filing. |
| 2019-12-18 | Date Mr. Rivard and 9668586 Canada Inc. entered into a Declaration of Intervention to be bound by the Amended Voting Agreement. |
| 2023-03-27 | Date Mr. Turcotte, Triaxions Trust, and Triaxions entered into a Declaration of Intervention to be bound by the Amended Voting Agreement. |
| 2023-04-19 | Date of Amendment No. 1 to the Schedule 13D. |
| 2024-11-25 | Date 9668586 Canada Inc. ceased to be the beneficial owner of more than 5% of the Subordinate Voting Shares. |
| 2025-05-29 | Date Paul Raymond purchased 2,823 Subordinate Voting Shares through the Employee Share Purchase Plan. |
| 2025-06-27 | Date of event which requires filing of this statement; Paul Raymond purchased 2,181 Subordinate Voting Shares, acquired 52,632 Multiple Voting Shares through option exercise, and 100,000 options expired. |
| 2025-07-03 | Date of this Amendment No. 2 filing. |
| 2025-07-21 | Effective date for the change of the Issuer's and Reporting Persons' principal executive offices. |
Keywords
Alithya Group, SEC filing, Schedule 13D, beneficial ownership, insider ownership, subordinate voting shares, multiple voting shares, corporate governance, stock options, employee share purchase plan, Montreal, Quebec
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