c610110sc13ga3.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
 
 
The Descartes Systems Group Inc.
 (Name of Issuer)
 
 
(Title of Class of Securities)
 
 
249906108
(CUSIP Number)
 
 
May 31 , 2011
(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
   x Rule 13d-1(b)
     
   o Rule 13d-1(c)
     
   o 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).
 


Page 1 of 6 pages
 
 
 
 
 
CUSIP No.  249906108
13G
Page 2 of 6 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
4,582,500
6
SHARED VOTING POWER
 
894,000
7
SOLE DISPOSITIVE POWER
 
5,476,500
8
SHARED DISPOSITIVE POWER
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,476,500
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

8.81%
12
TYPE OF REPORTING PERSON

IA
 
Page 2 of 6 pages
 
 

 

 
Item 1(a).
Name of Issuer:
 
The Descartes Systems Group Inc.
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
120 Randall Drive
Waterloo, Ontario
N2V 1C6
 
Item 2(a).
Name of Persons Filing:
 
 
Item 2(b).
Address of Principal Business Office, or if None, Residence:
 
Scotia Plaza, 55th Floor
Toronto, ON M5H 3Y2 Canada
 
Item 2(c).
Citizenship:
 
 
Item 2(d).
Title of Class of Securities:
 
 
Item 2(e).
CUSIP Number:
 
249906108
 
Item 3.
If this Statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a)
    o
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
 
(b)
    o
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
 
(c)
 
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
 
(d)
 
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
(e)
    x
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
 
(f)
 
An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
 
 
Page 3 of 6 pages
 
 

 

 
 
(g)   o
A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
 
 
(h)   o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
 
(i)   o
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
 
(j)
  o
Group, in accordance with 240.13d-1(b)(1)(ii)(J).
 
Item 4.
Ownership.
 
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)
 Amount beneficially owned:
 
5,476,500
(b)
 Percent of class:
 
      8.81  %
(c)
 Number of shares as to which the person has:
 
 
     
(i)
Sole power to vote or direct the vote:
 
  4,582,500
     
(ii)
Shared power to vote or to direct the vote:
 
    894,000
     
(iii)
Sole power to dispose or to direct the disposition of:
 
  5,476,500
     
(iv)
Shared power to dispose or to direct the disposition of:
 
 0
 
 
Page 4 of 6 Pages
 
 

 

 
Item 5.
Ownership of Five Percent or Less of a Class.
 
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 . o
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
 
Item 8.
Identification and Classification of Members of the Group.
 
 
Item 9.
Notice of Dissolution of Group.
 
 
Item 10.
Certification.
 
 
 
Page 5 of 6 pages
 
 

 

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.
 
 
 
 
  June 10, 2011
 
 
 Date
 
     
   
 
 Signature
 
     
   
 
 Name/Title
 
     
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 6 of 6 pages