If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
x
.
CUSIP No.
|
55278T105
|
13D/A9
|
Page 2 of 10
|
1
|
NAME OF REPORTING PERSON
|
Lloyd I. Miller, III
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
|
¨
|
|
|
(b)
|
¨
|
3
|
SEC USE ONLY
|
4
|
_______________
SOURCE OF FUNDS*
|
PF-AF-OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
7,458,953
|
8
|
SHARED VOTING POWER
|
557,687
|
9
|
SOLE DISPOSITIVE POWER
|
7,458,953
|
10
|
SHARED DISPOSITIVE POWER
|
557,687
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
8,016,640
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
12.7%
|
14
|
TYPE OF REPORTING PERSON*
|
IN-OO
|
SCHEDULE 13D/A9
This constitutes Amendment
No. 9 (the “
Amendment No. 9
”) to the statement on Schedule 13D filed on behalf of Lloyd I. Miller, III (“
Mr.
Miller
” or the “
Reporting Person
”), dated and filed December 6, 2013 (the “
Statement
”),
relating to the common stock (the “
Common Stock
” or “
Shares
”), of MFC Bancorp Ltd. (the “
Company
”).
The Company’s principal executive offices are located at Suite 1860 - 400 Burrard Street, Vancouver, British Columbia, Canada
V6C 3A6. This Amendment No. 9 is being filed to report that, since the filing of Amendment No. 8 to the Statement (“
Amendment
No. 8
”), dated May 24, 2016, a material change occurred in the percentage of Shares beneficially owned by Mr. Miller.
Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged.
Item 3.
Source
and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended
and restated in its entirety as follows:
Mr. Miller is the managing
member of Milfam LLC (“
Milfam LLC
”), an Ohio limited liability company established pursuant to the Operating
Agreement of Milfam LLC dated as of December 10, 1996, and Milfam LLC is the advisor to Trust A-1 (“
Trust A-1
”),
Trust A-2 (“
Trust A-2
”), Trust A-3 (“
Trust A-3
”), Trust A-4 (“
Trust A-4
”),
and Trust C (“
Trust C
” and, together with Trust A-1, Trust A-2, Trust A-3, and Trust A-4, the “
Trusts
”).
The Trusts and Lloyd I. Miller Trust D (“
Trust D
”) were created pursuant to an Amended and Restated Trust Agreement,
dated September 20, 1983 (the “
Trust Agreement
”). Mr. Miller is the investment advisor to the trustee of Trust
D. Pursuant to a Declaratory Judgment Order, entered on November 20, 1992 in the Court of Common Pleas, Probate Division, Hamilton
County, Ohio, Trust A was split into four separate trusts, which are Trust A-1, Trust A-2, Trust A-3, and Trust A-4. The Trusts
were further reformed by Order of the Delaware Chancery Court dated December 29, 2010 pursuant to which Milfam LLC was appointed
advisor to the Trusts. All of the shares of Common Stock purchased by Trust A-1 were purchased with funds generated and held by
Trust A-1. The aggregate purchase price for the shares of Common Stock purchased by Trust A-1 was approximately $454,207.00. All
of the shares of Common Stock purchased by Trust A-2 were purchased with funds generated and held by Trust A-2. The aggregate purchase
price for the shares of Common Stock purchased by Trust A-2 was approximately $133,620.00. All of the shares of Common Stock purchased
by Trust A-3 were purchased with funds generated and held by Trust A-3. The aggregate purchase price for the shares of Common Stock
purchased by Trust A-3 was approximately $1,026,360.00. All of the shares of Common Stock purchased by Trust A-4 were purchased
with funds generated and held by Trust A-4. The aggregate purchase price for the shares of Common Stock purchased by Trust A-4
was approximately $11,272,412.00. All of the shares of Common Stock purchased by Trust C were purchased with funds generated and
held by Trust C. The aggregate purchase price for the shares of Common Stock purchased by Trust C was approximately $6,557,742.00.
All of the shares of Common Stock purchased by Trust D were purchased with funds generated and held by Trust D. The aggregate purchase
price for the shares of Common Stock purchased by Trust D was approximately $658,153.00.
Mr. Miller is the managing
member of Milfam LLC, an Ohio limited liability company. All of the shares of Common Stock Mr. Miller is deemed to beneficially
own as the managing member of Milfam LLC were purchased with funds generated and held by Milfam LLC. The aggregate purchase price
for the shares of Common Stock purchased by Milfam LLC was approximately $1,264,377.00.
Mr. Miller is the managing
member of Milfam LLC which is the general partner of (i) Milfam I L.P. (“
Milfam I
”), a Georgia limited partnership
established pursuant to the Partnership Agreement for Milfam I L.P., dated December 11, 1996, and (ii) Milfam II L.P. (“
Milfam
II
”), a Georgia limited partnership established pursuant to the Partnership Agreement for Milfam II L.P., dated December
11, 1996.
Milfam I:
All
of the Shares Mr. Miller is deemed to beneficially own as the manager of the general partner of Milfam I were purchased with money
contributed to Milfam I by its partners or money generated and held by Milfam I. The aggregate purchase price for the Shares purchased
by Milfam I was approximately $3,133,714.00.
Milfam II:
All
of the Shares Mr. Miller is deemed to beneficially own as the manager of the general partner of Milfam II were purchased with money
contributed to Milfam II by its partners or money generated and held by Milfam II. The aggregate purchase price for the Shares
purchased by Milfam II was approximately $6,496,758.00.
Mr. Miller is the manager
of LIMFAM LLC (“
LIMFAM LLC
”), a Delaware limited liability company. All of the shares of Common Stock Mr. Miller
is deemed to beneficially own as the manager for LIMFAM LLC were purchased with funds generated and held by LIMFAM LLC. The aggregate
purchase price for the shares of Common Stock Mr. Miller is deemed to beneficially own as manager of LIMFAM LLC was approximately
$428,715.00.
Milfam LLC is the manager
of AMIL of Ohio, LLC (“
AMIL
”), an Ohio limited liability company established pursuant to the Operating Agreement
of AMIL of Ohio, LLC, effective as of May 14, 2010. All of the Shares Mr. Miller is deemed to beneficially own as Manager of Milfam
LLC, which is the manager of AMIL, were purchased with money generated and held by AMIL. The aggregate purchase price for the shares
of Common Stock purchased by AMIL was approximately $130,497.00.
Mr. Miller is the authorized
agent of a certain brokerage account for the benefit of Lloyd I. Miller, IV (the “
Lloyd IV Brokerage Account
”).
All of the Shares held by Lloyd IV Brokerage Account were purchased with funds generated and held by Lloyd IV Brokerage Account.
The aggregate purchase price for the shares of Common Stock purchased by the Lloyd IV Brokerage Account was approximately $9,650.00.
Mr. Miller is the authorized
agent of a certain brokerage account for the benefit of Alexandra B. Miller (the “
Alexandra Brokerage Account
”).
All of the Shares held by Alexandra Brokerage Account were purchased with funds generated and held by Alexandra Brokerage Account.
The aggregate purchase price for the shares of Common Stock purchased by the Alexandra Brokerage Account was approximately $28,305.00
Mr. Miller is the settlor
of an individual retirement trust account (the “
IRA
”). All of the Shares held by the IRA were purchased with
personal funds generated and contributed to the IRA by Mr. Miller. The aggregate purchase price for the shares of Common Stock
purchased by the IRA was approximately $2,237.00.
Mr. Miller is the trustee
for a certain generation skipping trust, Catherine Miller GST (the “
Catherine GST
”). All of the Shares Mr. Miller
is deemed to beneficially own as the trustee for Catherine GST were purchased with funds generated and held by the Catherine GST.
The aggregate purchase price for the Shares Mr. Miller is deemed to beneficially own as trustee of the Catherine GST was approximately
$995,784.00.
Mr. Miller is the trustee
for a certain generation skipping trust, Kimberly Miller GST (the “
Kimberly GST
”). All of the Shares Mr. Miller
is deemed to beneficially own as the trustee for Kimberly GST were purchased with funds generated and held by the Kimberly GST.
The aggregate purchase price for the Shares Miller is deemed to beneficially own as trustee of the Kimberly GST was approximately
$541,312.00.
Mr. Miller is the co-trustee
of a trust (“
Crider GST
”). All of the Shares Mr. Miller is deemed to beneficially own as the co-trustee for
Crider GST were purchased with funds generated and held by the Crider GST. The aggregate purchase price for the Shares Mr. Miller
is deemed to beneficially own as trustee of Crider GST was approximately $1,072,799.00.
Mr. Miller is the trustee
for a certain generation skipping trust, Lloyd I. Miller, III GST (the “
Lloyd GST
”). All of the Shares Mr. Miller
is deemed to beneficially own as the trustee for Lloyd GST were purchased with funds generated and held by the Lloyd GST. The aggregate
purchase price for the Shares Miller is deemed to beneficially own as trustee of the Lloyd GST was approximately $629,432.00.
Mr. Miller is the custodian
to a certain custodian account created for the benefit of Luke I. Miller (the “
Luke Account
”). All of the Shares
Mr. Miller is deemed to beneficially own as the custodian to the Luke Account were purchased with money generated and held by the
Luke Account. The aggregate purchase price for the shares of Common Stock purchased by Luke Account was approximately $3,860.00.
Pursuant to an Irrevocable
Trust Agreement MILGRAT (R10) (“
MILGRAT (R10)
”), dated as of July 7, 2015, Mr. Miller was named as the trustee
to MILGRAT (R10). All of the shares of Common Stock Mr. Miller is deemed to beneficially own as trustee of MILGRAT (R10) were contributed
to MILGRAT (R10) by its grantor, Catherine C. Miller.
Mr. Miller is an agent
under a general durable power of attorney dated April 9, 2015, with respect to Shares held in a trust account (
the “Trust
Account
”). All of the Shares held by the Trust Account were purchased with funds generated and held by the Trust Account.
The aggregate purchase price for the shares of Common Stock purchased by the Trust Account was approximately $246,789.00.
Mr. Miller is the grantor
and co-trustee of a trust in favor of Alexandra Miller and Lloyd I. Miller, IV (the “
KSMTR
”). As investment
counsel, Miller may exercise sole rights to vote and dispose of Shares. The purchase price for the Shares held by the KSMTR was
approximately $563,224.00.
Mr. Miller shares investment
and dispositive power with his spouse (the “
Spouse Account
”). All of the Shares held by the Spouse Account were
purchased with funds generated and held by the Spouse Account. The aggregate purchase price for the shares of Common Stock purchased
by the Spouse Account was approximately $457,129.00.
Mr. Miller is the trustee of a trust (“
Lloyd Dynasty Trust
”). All of the Shares Mr. Miller is deemed to
beneficially own as the trustee for Lloyd Dynasty Trust were purchased with funds generated and held by the Lloyd Dynasty Trust.
The aggregate purchase price for the Shares Mr. Miller is deemed to beneficially own as trustee of Lloyd Dynasty Trust was approximately
$76,053.00.
Mr. Miller is the trustee
of a trust (“
Catherine Dynasty Trust
”). All of the Shares Mr. Miller is deemed to beneficially own as the trustee
for Catherine Dynasty Trust were purchased with funds generated and held by the Catherine Dynasty Trust. The aggregate purchase
price for the Shares Mr. Miller is deemed to beneficially own as trustee of Catherine Dynasty Trust was approximately $239,154.00.
Mr. Miller is the co-trustee
of a trust (“
Susan Dynasty Trust
”). All of the Shares Mr. Miller is deemed to beneficially own as the co-trustee
for Susan Dynasty Trust were purchased with funds generated and held by the Susan Dynasty Trust. The aggregate purchase price for
the Shares Mr. Miller is deemed to beneficially own as co-trustee of Susan Dynasty Trust was approximately $340,201.00.
Mr. Miller is the co-trustee
of a trust (“
Susan’s Children’s Trust
”). All of the Shares Mr. Miller is deemed to beneficially
own as the co-trustee for Susan’s Children’s Trust were purchased with funds generated and held by the Susan’s
Children’s Trust. The aggregate purchase price for the Shares Mr. Miller is deemed to beneficially own as co-trustee of Susan’s
Children’s Trust was approximately $153,313.00.
Mr. Miller is the manager
of Milfam III LLC (“
Milfam III
”), a Delaware limited liability company established pursuant to that certain
Limited Liability Company Agreement for Milfam III, dated October 10, 2012. All of the shares of Common Stock Mr. Miller is deemed
to beneficially own as the manager for Milfam III were purchased with funds generated and held by Milfam III. The aggregate purchase
price for the shares of Common Stock Mr. Miller is deemed to beneficially own as manager of Milfam III was approximately $127,384.00.
Mr. Miller is the manager
of Milfam III-2 LLC (“
Milfam III-2
”), a Delaware limited liability company established pursuant to that certain
Limited Liability Company Agreement for Milfam III-2, dated September 10, 2015. All of the shares of Common Stock Mr. Miller is
deemed to beneficially own as the manager for Milfam III-2 were purchased with funds generated and held by Milfam III-2. The aggregate
purchase price for the shares of Common Stock Mr. Miller is deemed to beneficially own as manager of Milfam III-2 was approximately
$387,695.00.
Mr. Miller is the trustee
of an irrevocable declaration of trust, dated August 2, 2007, for the benefit of Luke I. Miller (“
Luke Trust
”).
All of the Shares Mr. Miller is deemed to beneficially own as the trustee to the Luke Trust were purchased with money generated
and held by the Luke Trust. The aggregate purchase price for the shares of Common Stock purchased by Luke Trust was approximately
$27,894.00
Mr. Miller is the trustee
of an irrevocable declaration of trust, dated August 2, 2007, for the benefit of Lauren Catherine Miller (“
Lauren Trust
”).
All of the Shares Mr. Miller is deemed to beneficially own as the trustee to the Lauren Trust were purchased with money generated
and held by the Lauren Trust. The aggregate purchase price for the shares of Common Stock purchased by Lauren Trust was approximately
$27,894.00
Mr. Miller is the trustee
of an irrevocable declaration of trust, dated August 2, 2007, for the benefit of Eli Miller (“
Eli Trust
”). All
of the Shares Mr. Miller is deemed to beneficially own as the trustee to the Eli Trust were purchased with money generated and
held by the Eli Trust. The aggregate purchase price for the shares of Common Stock purchased by Eli Trust was approximately $27,894.00.
All of the shares of
Common Stock purchased by Mr. Miller on his own behalf were purchased with personal funds generated and held by Mr. Miller. The
purchase price for the shares of Common Stock purchased by Mr. Miller on his own behalf was approximately $2,282,072.00.
The aggregate purchase
prices set forth in this Item 3 include brokerage commissions and reflect certain cost basis adjustments.
Item 5
.
Interest in Securities of the Issuer
Item 5 of the Statement
is hereby amended and restated in its entirety as follows:
(a) Mr.
Miller may be deemed to beneficially own 8,016,640 shares of Common Stock, which is equal to approximately 12.7% of the outstanding
shares, based on 63,142,272 shares of Common Stock outstanding, as reported in the Company’s Form 6-K filed on August 15,
2016. As of the date hereof, 112,701 of such beneficially owned shares of Common Stock are owned of record by Trust A-1, 30,000
of such beneficially owned shares of Common Stock are owned of record by Trust A-2, 217,000 of such beneficially owned shares of
Common Stock are owned of record by Trust A-3, 2,541,719 of such beneficially owned shares of Common Stock are owned of record
by Trust A-4, 962,400 of such beneficially owned shares of Common Stock are owned of record by Trust C, 137,005 of such beneficially
owned shares of Common Stock are owned of record by Trust D, 726,142 of such beneficially owned shares of Common Stock are owned
of record by Milfam I, 1,378,269 of such beneficially owned shares of Common Stock are owned of record by Milfam II, 46,361 of
such beneficially owned shares of Common Stock are owned of record by MILGRAT (R10), 57,712 of such beneficially owned shares of
Common Stock are owned of record by LIMFAM LLC, 46,853 of such beneficially owned shares of Common Stock are owned of record by
AMIL, 149,947 of such beneficially owned shares of Common Stock are owned of record by Catherine GST, 99,806 of such beneficially
owned shares of Common Stock are owned of record by Kimberly GST, 157,973 of such beneficially owned shares of Common Stock are
owned of record by Crider GST, 98,214 of such beneficially owned shares of Common Stock are owned of record by Lloyd GST, 859 of
such beneficially owned shares of Common Stock are owned of record by IRA, 2,181 of such beneficially owned shares of Common Stock
are owned of record by Luke Account, 234,270 of such beneficially owned shares of Common Stock are owned of record by MILFAM LLC,
5,453 of such beneficially owned shares of Common Stock are owned of record by the Lloyd IV Brokerage Account, 6,900 of such beneficially
owned shares of Common Stock are owned of record by the Alexandra Brokerage Account, 47,207 of such beneficially owned shares of
Common Stock are owned of record by the Trust Account, 81,754 of such beneficially owned shares of Common Stock are owned of record
by KSMTR, 94,500 of such beneficially owned shares of Common Stock are owned of record by Spouse Account, 12,000 of such beneficially
owned shares of Common Stock are owned of record by Lloyd Dynasty Trust, 48,600 of such beneficially owned shares of Common Stock
are owned of record by Catherine Dynasty Trust, 69,700 of such beneficially owned shares of Common Stock are owned of record by
Susan Dynasty Trust, 38,949 of such beneficially owned shares of Common Stock are owned of record by Susan’s Children’s
Trust, 28,600 of such beneficially owned shares of Common Stock are owned of record by Milfam III, 57,279 of such beneficially
owned shares of Common Stock are owned of record by Milfam III-2, 6,800 of such beneficially owned shares of Common Stock are owned
of record by the Luke Trust, 6,800 of such beneficially owned shares of Common Stock are owned of record by the Lauren Trust, 6,800
of such beneficially owned shares of Common Stock are owned of record by the Eli Trust, and 505,886 of such beneficially owned
shares of Common Stock are owned of record by Mr. Miller directly.
(b) Mr.
Miller may be deemed to have sole voting and dispositive power for all such shares of Common Stock held of record by Trust A-1,
Trust A-2, Trust A-3, Trust A-4, Trust C, AMIL, MILGRAT (R10), Catherine GST, Kimberly GST, Lloyd GST, KSMTR, IRA, Luke Account,
MILFAM LLC, Milfam I, Milfam II, Milfam III, Milfam III-2, LIMFAM LLC, Lloyd Dynasty Trust, Catherine Dynasty Trust, the Luke Trust,
the Lauren Trust, the Eli Trust and Mr. Miller directly. Mr. Miller may be deemed to have shared voting and dispositive power for
all such shares held of record by Trust D, Crider GST, Susan Dynasty Trust, Susan’s Children’s Trust, the Lloyd IV
Brokerage Account, the Alexandra Brokerage Account, the Spouse Account and the Trust Account.
(c) The
following table details the transactions effected by Mr. Miller in the past 60 days.
|
Trust A-4
|
|
Date of Transaction
|
Number of Shares Purchased
|
Price Per Share
|
August 17, 2016
|
25,000
|
$2.2995
|
August 22, 2016
|
13,058
|
$2.20
|
August 24, 2016
|
21,400
|
$2.28
|
August 25, 2016
|
2,600
|
$2.28
|
August 31, 2016
|
8,130
|
$2.25
|
September 7, 2016
|
3,870
|
$2.25
|
September 13, 2016
|
20,000
|
$2.0957
|
|
Trust C
|
|
Date of Transaction
|
Number of Shares Purchased
|
Price Per Share
|
October 10, 2016
|
23,290
|
$2.05
|
|
Trust D
|
|
Date of Transaction
|
Number of Shares Purchased
|
Price Per Share
|
September 9, 2016
|
3,000
|
$2.20
|
September 12, 2016
|
8,942
|
$2.20
|
September 16, 2016
|
10,150
|
$2.05
|
September 19, 2016
|
14,850
|
$2.05
|
September 20, 2016
|
16,150
|
$1.98
|
|
Milfam II
|
|
Date of Transaction
|
Number of Shares Purchased
|
Price Per Share
|
September 21, 2016
|
1,030
|
$1.98
|
September 22, 2016
|
30,112
|
$2.0594
|
September 23, 2016
|
5,888
|
$2.06
|
September 26, 2016
|
35,440
|
$2.00
|
September 26, 2016
|
100
|
$1.98
|
September 27, 2016
|
64,560
|
$2.00
|
September 29, 2016
|
25,000
|
$2.05
|
September 30, 2016
|
28,287
|
$2.0486
|
October 3, 2016
|
10,418
|
$2.05
|
October 4, 2016
|
4,350
|
$2.05
|
October 5, 2016
|
25,297
|
$2.05
|
October 6, 2016
|
1,254
|
$2.05
|
October 7, 2016
|
5,000
|
$2.05
|
|
AMIL
|
|
Date of Transaction
|
Number of Shares Purchased
|
Price Per Share
|
September 22, 2016
|
8,000
|
$2.07
|
(d) Persons
other than Mr. Miller have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the
sale of, the reported securities.
(e) Not Applicable.
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: October
11, 2016
By:
/s/ Lloyd I. Miller, III
Lloyd I. Miller, III