THOMSON REUTERS CORPORATION
69.70%
313,465,179
1075124
884903709
Dec 30, 2023
Dec 23, 2024, 09:58 PM
Reporting Persons (17)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| THOMSON INVESTMENTS LIMITED | CO | 69.70% | 313,465,179 | 0 | 313,465,179 |
| THE WOODBRIDGE COMPANY LIMITED | CO | 66.80% | 300,508,139 | 0 | 300,508,139 |
| 1908720 ONTARIO LIMITED | CO | 42.00% | 188,772,148 | 0 | 188,772,148 |
| 1000706525 ONTARIO LIMITED | CO | 8.10% | 36,349,839 | 0 | 36,348,839 |
| 1396164 Ontario Limited | CO | 2.90% | 12,878,129 | 0 | 12,878,129 |
| 1000927211 Ontario Limited | CO | 1.40% | 6,200,000 | 0 | 6,200,000 |
| 1000927207 Ontario Limited | CO | 1.40% | 6,200,000 | 0 | 6,200,000 |
| 1000927210 Ontario Limited | CO | 1.40% | 6,200,000 | 0 | 6,200,000 |
| 1000927194 Ontario Limited | CO | 1.40% | 6,200,000 | 0 | 6,200,000 |
| 1000927196 Ontario Limited | CO | 1.40% | 6,200,000 | 0 | 6,200,000 |
| 1000927197 Ontario Limited | CO | 1.40% | 6,200,000 | 0 | 6,200,000 |
| 1000927200 Ontario Limited | CO | 1.40% | 6,200,000 | 0 | 6,200,000 |
| 1000927201 Ontario Limited | CO | 1.40% | 6,200,000 | 0 | 6,200,000 |
| 1000927202 Ontario Limited | CO | 1.40% | 6,200,000 | 0 | 6,200,000 |
| 1000927205 Ontario Limited | CO | 1.40% | 6,200,000 | 0 | 6,200,000 |
| 1925124 Ontario Limited | CO | 0.10% | 506,720 | 0 | 506,720 |
| Woodbridge Investments Corporation | CO | 0.00% | 2,303 | 0 | 2,303 |
Disclosure Items (6)
COMMON SHARES OF THOMSON REUTERS CORPORATION
THOMSON REUTERS CORPORATION
19 DUNCAN STREET, TORONTO, A6, M5H 3H1
Thomson Investments Limited, Woodbridge, 1908720 Ontario Limited, 1000706525 Ontario Limited, 1396164 Ontario Limited, 1925124 Ontario Limited, Woodbridge Investments Corporation, 1000927194 Ontario Limited, 1000927196 Ontario Limited, 1000927197 Ontario Limited, 1000927200 Ontario Limited, 1000927201 Ontario Limited, 1000927202 Ontario Limited, 1000927205 Ontario Limited, 1000927207 Ontario Limited, 1000927210 Ontario Limited and 1000927211 Ontario Limited
65 Queen Street West, Suite 2400 Toronto, Ontario, Canada M5H 2M8
"See Schedule A for certain information as to the executive officers and directors of each Reporting Person.
Further, to the knowledge of each Reporting Person, neither such Reporting Person, nor any executive officer or director of such Reporting Person, has been a party during the last five years to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violation of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws, or finding any violation with respect to such laws.
See Schedule A for certain information as to the executive officers and directors of each Reporting Person. For further explanation of the background of the arrangements relating to ownership of Common Shares, see the "Explanatory Note" above.
See cover pages of this Amendment for each of the Reporting Persons and Schedule A for each of the directors and executive officers of the Reporting Persons.
See cover pages of this Amendment for each of the Reporting Persons and Schedule A for each of the directors and executive officers of the Reporting Persons.
None of the Reporting Persons has effected any transactions in Common Shares during the past 60 days except as set forth below. On December 10, 2024, 1396164 Ontario Limited acquired 42,602 Common Shares pursuant to the DRIP. None of the executive officers or directors of the Reporting Persons has effected any transactions in Common Shares during the past 60 days except for Peter J. Thomson, Director and Co-Chairman of Woodbridge, who, on December 16, 2024, acquired 80 Common Shares as compensation for serving as a director of Thomson Reuters.
In October 2021, David K. R. Thomson and Peter J. Thomson, co-Chairmen and Directors of Woodbridge, were granted options (the "Options") pursuant to The Woodbridge Company Limited 2000 Stock Incentive Plan (the "Plan") to acquire common shares of 1396164 and related share appreciation rights to be settled in cash. The sole asset of 1396164, an indirect subsidiary of Woodbridge, is 12,878,129 Common Shares and 1396164 is not subject to any material liabilities. As of December 16, 2024, there are 5,488,900 shares of 1396164 issued and outstanding. As of December 16, 2024, David K. R. Thomson and Peter J. Thomson hold 683,400 and 790,500 Options, respectively, of which in the aggregate 1,418,900 are vested and 55,000 are unvested. As of December 16, 2024, the Options have a weighted average strike price of $261.40 per Option. Woodbridge is the deemed beneficial owner of the Common Shares held by 1396164 and accordingly these Common Shares are reflected in its beneficial ownership reported in Item 5 of this Amendment 21. The value of the Options varies directly based on the market price of the Common Shares in accordance with the terms of the Plan. As of December 16, 2024, David K.R. Thomson and Peter J. Thomson hold 128,040 and 16,389 deferred share units ("DSUs"), respectively, issued to them by Thomson Reuters for compensation for service as a director of Thomson Reuters. Each DSU has the same value as one Common Share, though DSUs do not have voting rights. DSUs accumulate additional units based on notional equivalents of dividends paid on Common Shares. DSUs are fully vested upon grant, but they are only settled in Common Shares or, at the election of Thomson Reuters, in cash, following termination of the director's board service in respect of Thomson Reuters. Any Common Shares delivered to a director of Thomson Reuters in connection with the settlement of DSUs are purchased in the open market. A copy of the Plan, and the form of Option Grant Letter are filed as Exhibit 1 and Exhibit 2, respectively, to this Amendment 21 and are incorporated herein by reference. The foregoing summary of the Plan and the Options are qualified in their entirety by reference to the Plan and the Option Grant Letter, respectively.
Exhibit 1 - The Woodbridge Company Limited 2000 Stock Incentive Plan. Exhibit 2 - Form of Option Grant Letter. Exhibit 3 - Joint Filing Agreement. Exhibit 4 - Schedule A