UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 
SCHEDULE 13G
Under the Securities Exchange Act of 1934


Bellus Health Inc.
(Name of Issuer)
 
Common Stock, no par value
(Title of Class of Securities)
 
07987C204
(CUSIP Number)
 
September 5, 2019
(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.  07987C204
13G
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 Power Corporation of Canada
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
Not Applicable
 
 
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
 
 
 N/A
 
 
 
 
6
SHARED VOTING POWER
 
 
 4,937,730
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 N/A
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 4,937,730
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 4,937,730
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 8.9% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 CO
 
 
 
 
 

(1)
Based on 55,378,660 shares of Common Stock outstanding as of December 19, 2019 as disclosed in the Issuer’s Form F-10 filed with the U.S. Securities and Exchange Commission (“SEC”) on December 20, 2019.




CUSIP No.  07987C204
13G
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Power Sustainable Capital Investments Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
Not Applicable
 
 
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
 
 
 N/A
 
 
 
 
6
SHARED VOTING POWER
 
 
 4,937,730
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 N/A
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 4,937,730
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 4,937,730
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 8.9% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 CO
 
 
 
 

(1)
Based on 55,378,660 shares of Common Stock outstanding as of December 19, 2019 as disclosed in the Issuer’s Form F-10 filed with the U.S. Securities and Exchange Commission (“SEC”) on December 20, 2019.




Item 1(a). Name of Issuer:

Bellus Health Inc.
  
Item 1(b). Address of Issuer's Principal Executive Offices:

275 Armand-Frappier Blvd.
Laval, Quebec H7V 4A7, Canada

Item 2(a). Name of Person Filing:

This Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:

(i)
 Power Corporation of Canada; and
(ii)
 Power Sustainable Capital Investments Inc.

*Attached as Exhibit 1 is a copy of an agreement among the Reporting Persons that this Schedule 13G is being filed on behalf of each of them.
 
Item 2(b). Address of Principal Business Office or, if None, Residence:
 
The address of the principal business office of each Reporting Person is 751 Victoria Square, Montréal, Québec, Canada H2Y2J3.

Item 2(c). Place of Organization

The place of organization of each Reporting Person is Canada.

Item 2(d). Title of Class of Securities:
 
Common Stock, no par value (“Common Stock”)
 
Item 2(e). CUSIP Number:

07987C204

Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):

Not Applicable.

Item 4. Ownership.

(a)
Amount beneficially owned:
 
 
 
See Item 9 of the attached cover pages.
 
 
(b)
Percent of class:
 
 
 
See Item 11 of the attached cover pages.
 
 
(c)
Number of shares as to which such person has:
 
 
 
(i)
Sole power to vote or to direct the vote:
 
 
 
 
See Item 5 of the attached cover pages.
 
 
 
(ii)
Shared power to vote or to direct the vote:
 
 
 
 
See Item 6 of the attached cover pages.
 
 
 
(iii)
Sole power to dispose or to direct the disposition:
 
 
 
 
See Item 7 of the attached cover pages.
 
 
 
(iv)
Shared power to dispose or to direct the disposition:
 
 
 
 
See Item 8 of the attached cover pages.

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.

Not Applicable.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

The securities being reported on by Power Corporation of Canada and Power Sustainable Capital Investments Inc. are owned directly by Power Sustainable Capital Investments Inc., which is 100% owned by Power Corporation of Canada.

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

Not Applicable.
 
Item 10.
Certification.
 
Not Applicable.



INDEX TO EXHIBITS


Exhibit No.
Exhibit
1


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.

Dated:  January 31, 2020

 
POWER CORPORATION OF CANADA
 
     
 
By:
/s/ Stephane Lemay
 
 
Name:
Stephane Lemay
 
 
Title:
Vice President, General Counsel and Secretary
 
       
 


 
POWER SUSTAINABLE CAPITAL INVESTMENTS INC.
 
     
 
By:
/s/ Delia Cristea
 
 
Name:
Delia Cristea  
 
Title:
General Counsel and Secretary
 
       




EXHIBIT 1

JOINT FILING STATEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of this Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, no par value, of Bellus Health Inc., and further agree to the filing of this agreement as an Exhibit thereto.  The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.

Dated:  January 31, 2020

 
POWER CORPORATION OF CANADA
 
     
 
By:
/s/ Stephane Lemay
 
 
Name:
Stephane Lemay
 
 
Title:
Vice President, General Counsel and Secretary
 
       
 


 
POWER SUSTAINABLE CAPITAL INVESTMENTS INC.
 
     
 
By:
/s/ Delia Cristea
 
 
Name:
Delia Cristea  
 
Title:
General Counsel and Secretary