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1
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Name
of Reporting Person: Nancy L. Knowlton
I.R.S.
Identification No. of above person (entities only):
NA
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2
|
Check
the Appropriate Box if a Member of a Group (See Instructions): (a)
S
(b)
*
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|
3
|
SEC
Use Only
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|
4
|
Citizenship
or Place of Organization:
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
Sole
Voting Power: 2,678,826(1)
|
|
6
|
Shared
Voting Power: 27,742,071(2)
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|
|
7
|
Sole
Dispositive Power: -0-
|
|
|
8
|
Shared
Dispositive
Power: 28,102,071(3)
|
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
30,420,897(4)
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|
10
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions):*
|
|
11
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Percent
of Class Represented by Amount in Row
(9): 42.54%(5)
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|
12
|
Type
of Reporting Person: IN
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|
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(1)
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Consisting
of 2,678,826 Class A Subordinate Voting Shares (“Class A Shares”), which
were issued under a Participant Equity Loan Plan (the “Plan”) to certain
management, senior executive and key employees of the issuer (including
180,000 Class A Shares issued to Ms. Knowlton and 180,000 Class A Shares
issued to her spouse, Mr. Martin) and for which Ms. Knowlton remains the
sole voting trustee. In her capacity
as voting trustee, Ms. Knowlton has voting power over the 2,678,826 Class
A Shares, until such time as the Class A Shares have become unrestricted
and the loan in respect of such shares has been repaid. Ms.
Knowlton disclaims beneficial ownership in all Class A Shares remaining
under the Plan, except to the extent of her pecuniary interest in her own
180,000 Class A Shares and the 180,000 Class A Shares issued to her spouse
David A Martin, which are still subject to the restrictions of the
Plan.
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|
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(2)
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Consisting
of (i) 27,202,071 Class A Shares through IFF Holdings Inc., which is owned
directly and indirectly by Ms. Knowlton and Mr. Martin, (ii) 270,000 Class
A Shares issued to Ms. Knowlton initially under the Plan, but which Ms.
Knowlton now owns without restrictions under the Plan any more and with
respect to which her spouse, Mr. Martin, shares beneficial ownership, and
(iii) 270,000 Class A Shares issued to Mr. Martin initially under the
Plan, but which Mr. Martin now owns without restrictions under the Plan
any more and with respect to which his spouse, Ms. Knowlton, shares
beneficial ownership.
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(3)
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Consisting
of (i) 27,202,071 Class A Shares, owned by IFF Holdings Inc., (ii) 180,000
Class A Shares issued to Ms. Knowlton under the Plan, for which Ms.
Knowlton shares dispositive power with the Plan administrator, (iii)
270,000 Class A Shares issued to Ms. Knowlton initially under the Plan,
but which Ms. Knowlton now owns without restrictions under the Plan any
more and with respect to which her spouse, Mr. Martin, shares beneficial
ownership, and (iv) 450,000 Class A Shares through her spouse, Mr. Martin
(of which 180,000 Class A Shares are still subject to restrictions under
the Plan, and 270,000 Class A Shares are not subject to restrictions any
more).
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(4)
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Consisting
of (i) 2,678,826 Class A Shares issued under the Plan, (ii) 27,202,071
Class A Shares held by IFF Holdings Inc., and (iii) 270,000 Class A Shares
issued to each of Ms. Knowlton and Mr. Martin initially under the Plan,
but which each of Ms. Knowlton and Mr. Martin now own without restrictions
under the Plan any more.
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|
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(5)
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Based
on 71,510,667 Class A Subordinate Voting Shares
outstanding as of July 15, 2010, the date of the company’s initial public
offering, which number includes the reporting person’s 27,202,071 Class B
Shares convertible at any time into Class A Shares (each Class B
Share being convertible into one Class A
Share).
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1
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Name
of Reporting Person: David A. Martin
I.R.S.
Identification No. of above person (entities only): N/A
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2
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Check
the Appropriate Box if a Member of a Group (See Instructions): (a)
S
(b)
*
|
|
3
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SEC
Use Only
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4
|
Citizenship
or Place of Organization:
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
Sole
Voting Power: -0-
|
|
6
|
Shared
Voting Power: 27,742,071(6)
|
|
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7
|
Sole
Dispositive Power: -0-
|
|
|
8
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Shared
Dispositive Power: 28,102,071(7)
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9
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Aggregate
Amount Beneficially Owned by Each Reporting
Person: 28,102,071(8)
|
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10
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions):*
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11
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Percent
of Class Represented by Amount in Row
(9): 39.30%(9)
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12
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Type
of Reporting Person: IN
|
|
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(6)
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Consisting
of (i) 27,202,071 Class A Shares through IFF Holdings Inc., which is owned
directly and indirectly by Ms. Knowlton and Mr. Martin, (ii) 270,000 Class
A Shares issued to Mr. Martin initially under the Plan, but which Mr.
Martin now owns without restrictions under the Plan any more and with
respect to which his spouse, Ms. Knowlton, shares beneficial ownership and
(iii) 270,000 Class A Shares issued to Ms. Knowlton initially under the
Plan, but which Ms. Knowlton now owns without restrictions under the Plan
any more and with respect to which her spouse, Mr. Martin, shares
beneficial ownership.
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(7)
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Consisting
of (i) 27,202,071 Class A Shares, owned by IFF Holdings Inc., (ii) 180,000
Class A Shares issued to Mr. Martin under the Plan, for which Mr. Martin
shares dispositive power with the Plan administrator, (iii) 270,000 Class
A Shares issued to Mr. Martin initially under the Plan, but
which Mr. Martin now owns without restrictions under the Plan any more and
with respect to which his spouse, Ms. Knowlton, shares beneficial
ownership, and (iv) 450,000 Class A Shares through his spouse, Ms.
Knowlton (of which 180,000 Class A Shares are still subject to
restrictions under the Plan, and 270,000 Class A Shares are not subject to
restrictions any more).
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(8)
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Consisting
of (i) 27,202,071 Class A Shares held by IFF Holdings Inc., and (ii)
450,000 Class A Shares issued to each of Mr. Martin and Ms. Knowlton
initially under the Plan (270,000 of which each of Mr. Martin and Ms.
Knowlton now own without restrictions under the Plan any
more).
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(9)
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Based
on 71,510,667 Class A Subordinate Voting Shares
outstanding as of July 15, 2010, the date of the company’s initial public
offering, which number includes the reporting person’s 27,202,071 Class B
Shares convertible at any time into Class A Subordinate Voting Shares
(each Class B Share being convertible into one Class A
Share).
|
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1
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Name
of Reporting Person: IFF Holdings Inc.
I.R.S.
Identification No. of above person (entities only): N/A
|
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2
|
Check
the Appropriate Box if a Member of a Group (See Instructions): (a)
S
(b)
*
|
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3
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SEC
Use Only
|
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4
|
Citizenship
or Place of Organization:
|
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
Sole
Voting Power: -0-
|
|
6
|
Shared
Voting Power: 27,202,071(10)
|
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7
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Sole
Dispositive Power: -0-
|
|
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8
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Shared
Dispositive Power: 27,202,071(10)
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
|
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10
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions):*
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11
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Percent
of Class Represented by Amount in Row
(9): 38.04%(11)
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12
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Type
of Reporting Person: CO
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(10)
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IFF
Holdings Inc. is owned directly and indirectly by Mr. Martin and Ms.
Knowlton
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(11)
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Based
on 71,510,667 Class A Subordinate Voting Shares outstanding as of
July 15, 2010, the date of the company’s initial public offering, which
number includes the reporting person’s 27,202,071 Class B Shares
convertible at any time into Class A Subordinate Voting Shares (each
Class B Share being convertible into one Class A
Share).
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(a)
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Name
of Issuer: SMART Technologies
Inc.
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(b)
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Address
of Issuer's Principal Executive
Offices:
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(a)
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Name
of Persons Filing:
|
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(b)
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Address
of Principal Business Office or, if none,
Residence:
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(c)
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Citizenship: Each
of the persons or entities identified in 2(a) above is an individual of
the jurisdiction or a company organized under the laws of the
jurisdiction, as applicable, set forth opposite such or person’s or
entities name.
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(d)
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Title
of Class of Securities: Class A Subordinate Voting
Shares (“Class A
Shares”)
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(e)
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CUSIP
No.: 83172R108
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(i)
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Nancy
L. Knowlton and David A. Martin each own 450,000 Class A Shares directly,
which were issued to them under a Participant Equity Loan Plan (the
“Plan”), under which a total of 5,421,096 Class A Shares were initially
issued to certain management, senior executive and key employees of the
issuer. Ms. Knowlton remains the sole voting trustee under the Plan with
respect to 2,678,826 of these Class A Shares (including 180,000 of her own
Class A Shares and 180,000 Class A Shares of Mr. Martin, remaining under
the Plan). In such capacity Ms. Knowlton has sole voting power
over the reported 2,678,826 Class A Shares, until such time as the Class A
Shares have become unrestricted and the loan in respect of such shares has
been repaid. Ms. Knowlton disclaims beneficial ownership in all
Class A Shares remaining under the Plan, except to the extent of her
pecuniary interest in each of her own and Mr. Martin’s 180,000 Class A
Shares.
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(b)
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Percent
of class*:
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Nancy
L. Knowlton
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42.54%
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David
A. Martin
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39.30%
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IFF
Holdings Inc.
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38.04%
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*
|
Based
on 71,510,667 Class A Subordinate Voting Shares outstanding as
of July 15, 2010, the date of the company’s initial public offering, which
number includes the 27,202,071 Class B Shares convertible at any time into
Class A Subordinate Voting
Shares.
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(c)
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Number
of shares as to which such person
has:
|
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Nancy
L. Knowlton
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2,678,826
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|
David
A. Martin
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-0-
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|
IFF
Holdings Inc.
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-0-
|
|
Nancy
L. Knowlton
|
27,742,071
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|
David
A. Martin
|
27,742,071
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|
IFF
Holdings Inc.
|
27,202,071
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|
Nancy
L. Knowlton
|
-0-
|
|
David
A. Martin
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-0-
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|
IFF
Holdings Inc.
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-0-
|
|
Nancy
L. Knowlton
|
28,102,071
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David
A. Martin
|
28,102,071
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IFF
Holdings Inc.
|
27,202,071
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Item
5.
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Ownership
of Five Percent or Less of a Class
|
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If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the
following *
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person
|
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Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company
|
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Item
8.
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Identification
and Classification of Members of the
Group
|
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Item
9.
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Notice
of Dissolution of Group
|
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Item
10.
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Certification
|
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NANCY
L. KNOWLTON
/s/Nancy
L. Knowlton
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DAVID
A. MARTIN
/s/David A. Martin
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IFF
HOLDINGS INC.
By:
/s/Nancy
Macnab
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Name:
Nancy Macnab
Title:
Chief Financial Officer
|
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Nancy
L. Knowlton
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David
A. Martin
|
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IFF
Holdings Inc.
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