North American Construction Group Ltd.

Major Shareholding Notification • Feb 6, 2023

SC 13G/A 1 d435708dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

North American Construction Group Ltd.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

656811106

(CUSIP Number)

December 31, 2022

(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)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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 (“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).

CUSIP No. 656811106 13G Page 2 of 5 Pages

1.	NAME OF REPORTING PERSON Claret Asset Management Corporation
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER 2,248,536
6.	SHARED VOTING POWER __
7.	SOLE DISPOSITIVE POWER 2,248,536
8.	SHARED DISPOSITIVE POWER __

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,248,536
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 8.07%
12.	TYPE OF REPORTING
PERSON IA

CUSIP No. 656811106 13G Page 3 of 5 Pages

Item 1(a).	Name of Issuer:
	North American Construction Group Ltd.
Item 1(b).	Address of Issuer’s Principal Executive Offices:
	27287-100 Avenue, Acheson, Alberta, T7X 6H8
Item 2(a).	Name of Person Filing:
	Claret Asset Management Corporation (“CAMC”)
Item 2(b).	Address of Principal Business Office or, if none, Residence:
	900 de Maisonneuve O., Suite 1900, Montreal, Quebec, Canada H3A 0A8
Item 2(c).	Citizenship:
	Quebec, Canada
Item 2(d).	Title of Class of Securities:
	Common Shares
Item 2(e).	CUSIP Number:
	656811106
Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), indicate type of person filing. ☒   An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
Item 4.	Ownership.
	(a)	Amount beneficially owned: 2,248,536
	(b)	Percent of class: 8.07%
	(c)	Number of shares as to which such person has:
		(i) Sole power to vote or direct the vote: 2,248,536
		(ii)  Shared power to vote or direct the vote: —
		(iii)  Sole power to dispose or to direct the disposition of: 2,248,536
		(iv) Shared power to dispose or to direct the disposition of: —

CUSIP No. 656811106 13G Page 4 of 5 Pages

| | Percent of class is based on (i) the number of Common Shares that may be deemed to be beneficially owned by CAMC as of December 31, 2022, including shares issuable upon the conversion of convertible debentures, and
(ii) the number of Common Shares outstanding as of October 24, 2022 (27,827,282 shares) as reported by the Issuer in its Form 6-K filed with the Securities and Exchange Commission on October 26,
2022. |
| --- | --- |
| Item 5. | Ownership of Five Percent or Less of a Class. |
| | Not applicable. |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| | Other persons have the right to receive proceeds from the sale of securities reflected herein. |
| 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. |
| Item 10. | Certifications. |
| | By signing below, the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and 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. |

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: February 6, 2023
By:	/s/ Monique Gravel
Name: Monique Gravel
Title: Chief Executive Officer