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

 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.   )*

 
Canadian Solar Inc.	
(Name of Issuer)

 
 
Common Shares with no par value	
(Title of Class of Securities)
 
136635109	
(CUSIP Number)
 
April 17, 2013	
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 	o	Rule 13d-1(b)	
 	 	 	
 	x	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 disclosures provided in a prior cover page.	
 
The information required on 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).
 
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

 

 	 	
CUSIP No. 136635109	 	

   1. 	Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
CIM/SP Funding, LLC	 	
  2.	Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ¨         (b)  x
 	 	
  3.	SEC Use Only
 	 	
  4.	Citizenship or Place of Organization
 
Delaware	 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:	5. 	Sole Voting Power
 
0	 	
 	6.	Shared Voting Power
 
0	 	 	 	
 	7.	Sole Dispositive Power
 
3,523,366 (1)	 	 	 	 	 	
 	8.	Shared Dispositive Power
 
0	 	 	 	 	 	 	
  9.	Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,523,366	 	 	 	 	 	 	
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
 	 	 	 	 	 	 	
11.	Percent of Class Represented by Amount in Row (9)
 
7.5% (2)	 	 	 	 	 	 	
12.	Type of Reporting Person (See Instructions)
 
(OO)	 	 	 	 	 	 	
____________________ 
(1) Represents shares issuable upon exercise of warrants exercisable on or after June 15, 2013 and on or before June 15, 2017.  Pursuant to a voting agreement among Canadian Solar, Inc., Shawn Qu and the Reporting Persons who directly own warrants, each such Reporting Person agreed to vote any shares issuable upon exercise of the warrants as Mr. Qu directed on all matters upon which a vote, consent or approval of shareholders is sought and granted Mr. Qu an irrevocable proxy with respect thereto and thereby irrevocably divested itself of voting power.
 
(2) Based on 46,765,792 shares of common stock outstanding, which includes 43,242,426 shares of common stock outstanding as of December 31, 2012 as reported in the Annual Report on Form 20-F filed by the issuer with the Securities and Exchange Commission on April 26, 2013 and 3,523,366 shares that may be purchased pursuant to the warrants beneficially owned by CIM/SP Funding, LLC.
 
Page 2 of 19

 

 

 	 	
CUSIP No. 136635109	 	

   1. 	Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
SkyPower Services, ULC	 	
  2.	Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ¨         (b)  x
 	 	
  3.	SEC Use Only
 	 	
  4.	Citizenship or Place of Organization
 
Alberta, Canada	 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:	5. 	Sole Voting Power
 
0	 	
 	6.	Shared Voting Power
 
    0	 	 	 	
 	7.	Sole Dispositive Power
 
117,669 (1)	 	 	 	 	 	
 	8.	Shared Dispositive Power
 
0	 	 	 	 	 	 	
  9.	Aggregate Amount Beneficially Owned by Each Reporting Person
 
117,669	 	 	 	 	 	 	
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
 	 	 	 	 	 	 	
11.	Percent of Class Represented by Amount in Row (9)
 
0.3% (2)	 	 	 	 	 	 	
12.	Type of Reporting Person (See Instructions)
 
(FI)	 	 	 	 	 	 	
____________________
(1) Represents shares issuable upon exercise of warrants exercisable on or after June 15, 2013 and on or before June 15, 2017.  Pursuant to a voting agreement among Canadian Solar, Inc., Shawn Qu and the Reporting Persons who directly own warrants, each such Reporting Person agreed to vote any shares issuable upon exercise of the warrants as Mr. Qu directed on all matters upon which a vote, consent or approval of shareholders is sought and granted Mr. Qu an irrevocable proxy with respect thereto and thereby irrevocably divested itself of voting power.
 
(2) Based on 43,360,095 shares of common stock outstanding, which includes 43,242,426 shares of common stock outstanding as of December 31, 2012 as reported in the Annual Report on Form 20-F filed by the issuer with the Securities and Exchange Commission on April 26, 2013 and 117,669 shares that may be purchased pursuant to the warrants beneficially owned by SkyPower Services, ULC.

Page 3 of 19

 

 

 	 	
CUSIP No. 136635109	 	

   1. 	Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
SkyPower Canada Holdings, Sárl	 	
  2.	Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ¨         (b)  x
 	 	
  3.	SEC Use Only
 	 	
  4.	Citizenship or Place of Organization
 
Luxembourg	 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:	5. 	Sole Voting Power
 
0	 	
 	6.	Shared Voting Power
 
   0	 	 	 	
 	7.	Sole Dispositive Power
 
117,669 (1)	 	 	 	 	 	
 	8.	Shared Dispositive Power
 
0	 	 	 	 	 	 	
  9.	Aggregate Amount Beneficially Owned by Each Reporting Person
 
117,669	 	 	 	 	 	 	
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
 	 	 	 	 	 	 	
11.	Percent of Class Represented by Amount in Row (9)
 
0.3% (2)	 	 	 	 	 	 	
12.	Type of Reporting Person (See Instructions)
 
(FI)	 	 	 	 	 	 	
____________________
(1) Represents shares issuable upon exercise of warrants exercisable on or after June 15, 2013 and on or before June 15, 2017.  Pursuant to a voting agreement among Canadian Solar, Inc., Shawn Qu and the Reporting Persons who directly own warrants, each such Reporting Person agreed to vote any shares issuable upon exercise of the warrants as Mr. Qu directed on all matters upon which a vote, consent or approval of shareholders is sought and granted Mr. Qu an irrevocable proxy with respect thereto and thereby irrevocably divested itself of voting power.
 
(2) Based on 43,360,095 shares of common stock outstanding, which includes 43,242,426 shares of common stock outstanding as of December 31, 2012 as reported in the Annual Report on Form 20-F filed by the issuer with the Securities and Exchange Commission on April 26, 2013 and 117,669 shares that may be purchased pursuant to the warrants beneficially owned by SkyPower Services, ULC.

Page 4 of 19

 

 

 	 	
CUSIP No. 136635109	 	

   1. 	Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
SkyPower Canada Holdings	 	
  2.	Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ¨         (b)  x
 	 	
  3.	SEC Use Only
 	 	
  4.	Citizenship or Place of Organization
 
Cayman Islands	 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:	5. 	Sole Voting Power
 
    0	 	
 	6.	Shared Voting Power
 
0	 	 	 	
 	7.	Sole Dispositive Power
 
117,669 (1)	 	 	 	 	 	
 	8.	Shared Dispositive Power
 
0	 	 	 	 	 	 	
  9.	Aggregate Amount Beneficially Owned by Each Reporting Person
 
117,669	 	 	 	 	 	 	
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
 	 	 	 	 	 	 	
11.	Percent of Class Represented by Amount in Row (9)
 
0.3% (2)	 	 	 	 	 	 	
12.	Type of Reporting Person (See Instructions)
 
(FI)	 	 	 	 	 	 	
____________________
(1) Represents shares issuable upon exercise of warrants exercisable on or after June 15, 2013 and on or before June 15, 2017.  Pursuant to a voting agreement among Canadian Solar, Inc., Shawn Qu and the Reporting Persons who directly own warrants, each such Reporting Person agreed to vote any shares issuable upon exercise of the warrants as Mr. Qu directed on all matters upon which a vote, consent or approval of shareholders is sought and granted Mr. Qu an irrevocable proxy with respect thereto and thereby irrevocably divested itself of voting power.
 
(2) Based on 43,360,095 shares of common stock outstanding, which includes 43,242,426 shares of common stock outstanding as of December 31, 2012 as reported in the Annual Report on Form 20-F filed by the issuer with the Securities and Exchange Commission on April 26, 2013 and 117,669 shares that may be purchased pursuant to the warrants beneficially owned by SkyPower Services, ULC.

Page 5 of 19

 

 

 	 	
CUSIP No. 136635109	 	

   1. 	Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
CIM/SP Solutions, LLC	 	
  2.	Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ¨         (b)  x
 	 	
  3.	SEC Use Only
 	 	
  4.	Citizenship or Place of Organization
 
Delaware	 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:	5. 	Sole Voting Power
 
0	 	
 	6.	Shared Voting Power
 
0	 	 	 	
 	7.	Sole Dispositive Power
 
117,669 (1)	 	 	 	 	 	
 	8.	Shared Dispositive Power
 
0	 	 	 	 	 	 	
  9.	Aggregate Amount Beneficially Owned by Each Reporting Person
 
117,669	 	 	 	 	 	 	
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
 	 	 	 	 	 	 	
11.	Percent of Class Represented by Amount in Row (9)
 
0.3% (2)	 	 	 	 	 	 	
12.	Type of Reporting Person (See Instructions)
 
(OO)	 	 	 	 	 	 	
____________________
(1) Represents shares issuable upon exercise of warrants exercisable on or after June 15, 2013 and on or before June 15, 2017.  Pursuant to a voting agreement among Canadian Solar, Inc., Shawn Qu and the Reporting Persons who directly own warrants, each such Reporting Person agreed to vote any shares issuable upon exercise of the warrants as Mr. Qu directed on all matters upon which a vote, consent or approval of shareholders is sought and granted Mr. Qu an irrevocable proxy with respect thereto and thereby irrevocably divested itself of voting power.
 
(2) Based on 43,360,095 shares of common stock outstanding, which includes 43,242,426 shares of common stock outstanding as of December 31, 2012 as reported in the Annual Report on Form 20-F filed by the issuer with the Securities and Exchange Commission on April 26, 2013 and 117,669 shares that may be purchased pursuant to the warrants beneficially owned by SkyPower Services, ULC.  

Page 6 of 19

 

 

 	 	
CUSIP No. 136635109	 	

   1. 	Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
SkyPower Holdings, LLC	 	
  2.	Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ¨         (b)  x
 	 	
  3.	SEC Use Only
 	 	
  4.	Citizenship or Place of Organization
 
Delaware	 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:	5. 	Sole Voting Power
 
0	 	
 	6.	Shared Voting Power
 
0	 	 	 	
 	7.	Sole Dispositive Power
 
3,641,035 (1)	 	 	 	 	 	
 	8.	Shared Dispositive Power
 
0	 	 	 	 	 	 	
  9.	Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,641,035	 	 	 	 	 	 	
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
 	 	 	 	 	 	 	
11.	Percent of Class Represented by Amount in Row (9)
 
7.8% (2)	 	 	 	 	 	 	
12.	Type of Reporting Person (See Instructions)
 
(OO)	 	 	 	 	 	 	
____________________
(1) Represents shares issuable upon exercise of warrants exercisable on or after June 15, 2013 and on or before June 15, 2017.  Pursuant to a voting agreement among Canadian Solar, Inc., Shawn Qu and the Reporting Persons who directly own warrants, each such Reporting Person agreed to vote any shares issuable upon exercise of the warrants as Mr. Qu directed on all matters upon which a vote, consent or approval of shareholders is sought and granted Mr. Qu an irrevocable proxy with respect thereto and thereby irrevocably divested itself of voting power.
 
(2) Based on 46,883,461 shares of common stock outstanding, which includes 43,242,426 shares of common stock outstanding as of December 31, 2012 as reported in the Annual Report on Form 20-F filed by the issuer with the Securities and Exchange Commission on April 26, 2013, 3,523,366 shares that may be purchased pursuant to the warrants beneficially owned by CIM/SP Funding, LLC and 117,669 shares that may be purchased pursuant to the warrants beneficially owned by SkyPower Services, ULC.

 
Page 7 of 19

 

 

 	 	
CUSIP No. 136635109	 	

   1. 	Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
CIM Infrastructure Fund, LP	 	
  2.	Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ¨         (b)  x
 	 	
  3.	SEC Use Only
 	 	
  4.	Citizenship or Place of Organization
 
Delaware	 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:	5. 	Sole Voting Power
 
0	 	
 	6.	Shared Voting Power
 
0	 	 	 	
 	7.	Sole Dispositive Power
 
3,641,035 (1)	 	 	 	 	 	
 	8.	Shared Dispositive Power
 
0	 	 	 	 	 	 	
  9.	Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,641,035	 	 	 	 	 	 	
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
 	 	 	 	 	 	 	
11.	Percent of Class Represented by Amount in Row (9)
 
7.8%% (2)	 	 	 	 	 	 	
12.	Type of Reporting Person (See Instructions)
 
(PN)	 	 	 	 	 	 	
____________________
(1) Represents shares issuable upon exercise of warrants exercisable on or after June 15, 2013 and on or before June 15, 2017.  Pursuant to a voting agreement among Canadian Solar, Inc., Shawn Qu and the Reporting Persons who directly own warrants, each such Reporting Person agreed to vote any shares issuable upon exercise of the warrants as Mr. Qu directed on all matters upon which a vote, consent or approval of shareholders is sought and granted Mr. Qu an irrevocable proxy with respect thereto and thereby irrevocably divested itself of voting power.
 
(2) Based on 46,883,461 shares of common stock outstanding, which includes 43,242,426 shares of common stock outstanding as of December 31, 2012 as reported in the Annual Report on Form 20-F filed by the issuer with the Securities and Exchange Commission on April 26, 2013, 3,523,366 shares that may be purchased pursuant to the warrants beneficially owned by CIM/SP Funding, LLC and 117,669 shares that may be purchased pursuant to the warrants beneficially owned by SkyPower Services, ULC.  

Page 8 of 19

 

 

 	 	
CUSIP No. 136635109	 	

   1. 	Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
CIM Infrastructure GP, LLC	 	
  2.	Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ¨         (b)  x
 	 	
  3.	SEC Use Only
 	 	
  4.	Citizenship or Place of Organization
 
California	 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:	5. 	Sole Voting Power
 
0	 	
 	6.	Shared Voting Power
 
0	 	 	 	
 	7.	Sole Dispositive Power
 
3,641,035 (1)	 	 	 	 	 	
 	8.	Shared Dispositive Power
 
0	 	 	 	 	 	 	
  9.	Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,641,035	 	 	 	 	 	 	
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
 	 	 	 	 	 	 	
11.	Percent of Class Represented by Amount in Row (9)
 
7.8% (2)	 	 	 	 	 	 	
12.	Type of Reporting Person (See Instructions)
 
(OO)	 	 	 	 	 	 	
____________________
(1) Represents shares issuable upon exercise of warrants exercisable on or after June 15, 2013 and on or before June 15, 2017.  Pursuant to a voting agreement among Canadian Solar, Inc., Shawn Qu and the Reporting Persons who directly own warrants, each such Reporting Person agreed to vote any shares issuable upon exercise of the warrants as Mr. Qu directed on all matters upon which a vote, consent or approval of shareholders is sought and granted Mr. Qu an irrevocable proxy with respect thereto and thereby irrevocably divested itself of voting power.
 
(2) Based on 46,883,461 shares of common stock outstanding, which includes 43,242,426 shares of common stock outstanding as of December 31, 2012 as reported in the Annual Report on Form 20-F filed by the issuer with the Securities and Exchange Commission on April 26, 2013, 3,523,366 shares that may be purchased pursuant to the warrants beneficially owned by CIM/SP Funding, LLC and 117,669 shares that may be purchased pursuant to the warrants beneficially owned by SkyPower Services, ULC.
 
Page 9 of 19

 

 

 	 	
CUSIP No. 136635109	 	

1.	Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
CIM Group, LP	 	
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x
 	 	
3.	SEC Use Only
 	 	
4.	Citizenship or Place of Organization
 
California	 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:	5.	Sole Voting Power
 
0	 	
 	6.	Shared Voting Power
 
0	 	 	 	
 	7.	Sole Dispositive Power
 
3,641,035 (1)	 	 	 	 	 	
 	8.	Shared Dispositive Power
 
0	 	 	 	 	 	 	
9.	Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,641,035	 	 	 	 	 	 	
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.	Percent of Class Represented by Amount in Row (9)
 
7.8% (2)	 	 	 	 	 	 	
12.	Type of Reporting Person (See Instructions)
 
(PN)	 	 	 	 	 	 	
____________________
(1) Represents shares issuable upon exercise of warrants exercisable on or after June 15, 2013 and on or before June 15, 2017.  Pursuant to a voting agreement among Canadian Solar, Inc., Shawn Qu and the Reporting Persons who directly own warrants, each such Reporting Person agreed to vote any shares issuable upon exercise of the warrants as Mr. Qu directed on all matters upon which a vote, consent or approval of shareholders is sought and granted Mr. Qu an irrevocable proxy with respect thereto and thereby irrevocably divested itself of voting power.
 
(2) Based on 46,883,461 shares of common stock outstanding, which includes 43,242,426 shares of common stock outstanding as of December 31, 2012 as reported in the Annual Report on Form 20-F filed by the issuer with the Securities and Exchange Commission on April 26, 2013, 3,523,366 shares that may be purchased pursuant to the warrants beneficially owned by CIM/SP Funding, LLC and 117,669 shares that may be purchased pursuant to the warrants beneficially owned by SkyPower Services, ULC.

 
Page 10 of 19

 

 

 	 	
CUSIP No. 136635109	 	

1.	Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
CIM Management, Inc.	 	
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x
 	 	
3.	SEC Use Only
 	 	
4.	Citizenship or Place of Organization
 
California	 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:	5.	Sole Voting Power
 
0	 	
 	6.	Shared Voting Power
 
0	 	 	 	
 	7.	Sole Dispositive Power
 
3,641,035 (1)	 	 	 	 	 	
 	8.	Shared Dispositive Power
 
0	 	 	 	 	 	 	
9.	Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,641,035	 	 	 	 	 	 	
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.	Percent of Class Represented by Amount in Row (9)
 
7.8% (2)	 	 	 	 	 	 	
12.	Type of Reporting Person (See Instructions)
 
(CO)	 	 	 	 	 	 	
____________________
(1) Represents shares issuable upon exercise of warrants exercisable on or after June 15, 2013 and on or before June 15, 2017.  Pursuant to a voting agreement among Canadian Solar, Inc., Shawn Qu and the Reporting Persons who directly own warrants, each such Reporting Person agreed to vote any shares issuable upon exercise of the warrants as Mr. Qu directed on all matters upon which a vote, consent or approval of shareholders is sought and granted Mr. Qu an irrevocable proxy with respect thereto and thereby irrevocably divested itself of voting power.
 
(2) Based on 46,883,461 shares of common stock outstanding, which includes 43,242,426 shares of common stock outstanding as of December 31, 2012 as reported in the Annual Report on Form 20-F filed by the issuer with the Securities and Exchange Commission on April 26, 2013, 3,523,366 shares that may be purchased pursuant to the warrants beneficially owned by CIM/SP Funding, LLC and 117,669 shares that may be purchased pursuant to the warrants beneficially owned by SkyPower Services, ULC.

Page 11 of 19

 

 

 

 	 	
CUSIP No. 136635109	 	

1.	Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
CIM Group, LLC	 	
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x
 	 	
3.	SEC Use Only
 	 	
4.	Citizenship or Place of Organization
 
Delaware	 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:	5.	Sole Voting Power
 
0	 	
 	6.	Shared Voting Power
 
0	 	 	 	
 	7.	Sole Dispositive Power
 
3,641,035 (1)	 	 	 	 	 	
 	8.	Shared Dispositive Power
 
0	 	 	 	 	 	 	
9.	Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,641,035	 	 	 	 	 	 	
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.	Percent of Class Represented by Amount in Row (9)
 
7.8% (2)	 	 	 	 	 	 	
12.	Type of Reporting Person (See Instructions)
 
(OO)	 	 	 	 	 	 	
 
____________________
(1) Represents shares issuable upon exercise of warrants exercisable on or after June 15, 2013 and on or before June 15, 2017.  Pursuant to a voting agreement among Canadian Solar, Inc., Shawn Qu and the Reporting Persons who directly own warrants, each such Reporting Person agreed to vote any shares issuable upon exercise of the warrants as Mr. Qu directed on all matters upon which a vote, consent or approval of shareholders is sought and granted Mr. Qu an irrevocable proxy with respect thereto and thereby irrevocably divested itself of voting power.
 
(2) Based on 46,883,461 shares of common stock outstanding, which includes 43,242,426 shares of common stock outstanding as of December 31, 2012 as reported in the Annual Report on Form 20-F filed by the issuer with the Securities and Exchange Commission on April 26, 2013, 3,523,366 shares that may be purchased pursuant to the warrants beneficially owned by CIM/SP Funding, LLC and 117,669 shares that may be purchased pursuant to the warrants beneficially owned by SkyPower Services, ULC.

Page 12 of 19

 

 

 	 	
CUSIP No. 136635109	 	

1.	Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
CIM Holdings, LLC	 	
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x
 	 	
3.	SEC Use Only
 	 	
4.	Citizenship or Place of Organization
 
Delaware	 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:	5.	Sole Voting Power
 
0	 	
 	6.	Shared Voting Power
 
0	 	 	 	
 	7.	Sole Dispositive Power
 
3,641,035 (1)	 	 	 	 	 	
 	8.	Shared Dispositive Power
 
0	 	 	 	 	 	 	
9.	Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,641,035	 	 	 	 	 	 	
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.	Percent of Class Represented by Amount in Row (9)
 
7.8% (2)	 	 	 	 	 	 	
12.	Type of Reporting Person (See Instructions)
 
(HC)	 	 	 	 	 	 	
 
____________________
(1) Represents shares issuable upon exercise of warrants exercisable on or after June 15, 2013 and on or before June 15, 2017.  Pursuant to a voting agreement among Canadian Solar, Inc., Shawn Qu and the Reporting Persons who directly own warrants, each such Reporting Person agreed to vote any shares issuable upon exercise of the warrants as Mr. Qu directed on all matters upon which a vote, consent or approval of shareholders is sought and granted Mr. Qu an irrevocable proxy with respect thereto and thereby irrevocably divested itself of voting power.
 
(2) Based on 46,883,461 shares of common stock outstanding, which includes 43,242,426 shares of common stock outstanding as of December 31, 2012 as reported in the Annual Report on Form 20-F filed by the issuer with the Securities and Exchange Commission on April 26, 2013, 3,523,366 shares that may be purchased pursuant to the warrants beneficially owned by CIM/SP Funding, LLC and 117,669 shares that may be purchased pursuant to the warrants beneficially owned by SkyPower Services, ULC.

 
Page 13 of 19

 

 

Item 1.	(a)	Name of Issuer	
 	 	 	
 	 	Canadian Solar, Inc.	
 	 	 	
 	(b)	Address of Issuer’s Principal Executive Offices	
 	 	 	
 	 	No. 199 Lushan Road
Suzhou New District
Suzhou, Jiangsu 215129
People’s Republic of China	
 	 	 	
Item 2.	(a)	Name of Person Filing	
 	 	 	
 	 	CIM/SP Funding, LLC, a Delaware limited liability company (“CIM Funding”), SkyPower Services, ULC, an Alberta unlimited liability company (“SkyPower Services”), SkyPower Canada Holdings, Sárl (“SkyPower Luxembourg”), a Luxembourg société à responsabilité limitée, SkyPower Canada Holdings, a Cayman Islands exempted company (“SkyPower Canada”), CIM/SP Solutions, LLC, a Delaware limited liability company (“CIM Solutions”), SkyPower Holdings, LLC, a Delaware limited liability company (“SkyPower Holdings”), CIM Infrastructure Fund, LP, a Delaware limited partnership (“CIM IF”), CIM Infrastructure GP, LLC, a California limited liability company (“CIM IF GP”), CIM Group, LP, a California limited partnership (“CIM Group”), CIM Management, Inc., a California corporation (“CIM Management”), CIM Group, LLC, a Delaware limited liability company (“CIM GP”), and CIM Holdings, LLC, a Delaware limited liability company (“CIM Holdings”).  CIM Funding, SkyPower Services, SkyPower Luxembourg, SkyPower Canada, CIM Solutions, SkyPower Holdings, CIM IF, CIM IF GP, CIM Group, CIM Management, CIM GP and CIM Holdings are sometimes hereinafter referred to as the “Reporting Persons.”	
 	 	 	
 	 	The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”), although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists.	
 	 	 	
 	(b), (c)	Address of Principal Business Office or, if None, Residence; Citizenship of Reporting Persons	
 	 	 	
 	 	The principal business address of CIM Funding is 6922 Hollywood Blvd., Suite 900, Hollywood, California 90028. CIM Funding is a Delaware limited liability company.	
 	 	 	
 	 	The principal business address of SkyPower Services is 2400, 525-8 Avenue SW, Calgary, Alberta T2P 1G1. SkyPower Services is an Alberta unlimited liability company.	
 	 	 	
 	 	The principal business address of SkyPower Luxembourg is First Canadian Place, 100 King Street West, 30th Floor, Toronto, Ontario, Canada M5X 1C9. SkyPower Luxembourg is a Luxembourg société à responsabilité limitée.	
 	 	 	
 	 	The principal business address of SkyPower Canada is First Canadian Place, 100 King Street West, 30th Floor, Toronto, Ontario, Canada M5X 1C9. SkyPower Canada is a Cayman Islands exempted company.	
 	 	 	
 	 	The principal business address of CIM Solutions is 6922 Hollywood Blvd., Suite 900, Hollywood, California 90028. CIM Solutions is a Delaware limited liability company.	
 	 	 	
 	 	The principal business address of SkyPower Holdings is 6922 Hollywood Blvd., Suite 900, Hollywood, California 90028. SkyPower Holdings is a Delaware limited liability company.	
 	 	 	
 	 	The principal business address of CIM IF is 6922 Hollywood Blvd., Suite 900, Hollywood, California 90028. CIM IF is a Delaware limited partnership.	
 	 	 	
 	 	The principal business address of CIM IF GP is 6922 Hollywood Blvd., Suite 900, Hollywood, California 90028. CIM IF GP is a California limited liability company.	
 	 	 	
 	 	The principal business address of CIM Group is 6922 Hollywood Blvd., Suite 900, Hollywood, California 90028. CIM Group is a California limited partnership.	

Page 14 of 19

 

 

 	 	The principal business address of CIM Management is 6922 Hollywood Blvd., Suite 900, Hollywood, California 90028. CIM Management is a California corporation.	
 	 	 	
 	 	The principal business address of CIM GP is 6922 Hollywood Blvd., Suite 900, Hollywood, California 90028. CIM GP is a Delaware limited liability company.	
 	 	 	
 	 	The principal business address of CIM Holdings is 6922 Hollywood Blvd., Suite 900, Hollywood, California 90028. CIM Holdings is a Delaware limited liability company.	
 	 	 	
 	(d)	Title of Class of Securities	
 	 	 	
 	 	Common Shares with no par value	
 	 	 	
 	(e)	CUSIP Number:	
 	 	 	
 	 	136635109	
 	 	
Item 3.	Statement filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c):	
 	 	
 	Not Applicable.	
 	 	
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.	

 	(b)	(a)	(c)(i)	(c)(ii)	(c)(iii)	(c)(iv)	
 	Common Shares	 	 	
 	 	 	Voting Power	Disposition Power	
Reporting Persons	Percent of Class	Beneficially Owned	Sole	Shared	Sole	Shared	
CIM/SP Funding, LLC	7.5%	3,523,366	0	0	3,523,366	                0	
SkyPower Services, ULC	0.3%	117,669	0	0	117,669	                0	
SkyPower Canada Holdings, Sárl	0.3%	117,669	0	0	117,669	                0	
SkyPower Canada Holdings	0.3%	117,669	0	0	117,669	                0	
CIM/SP Solutions, LLC	0.3%	117,669	0	0	117,669	                0	
SkyPower Holdings, LLC	7.8%	3,641,035	0	0	3,641,035	0	
CIM Infrastructure Fund, LP	7.8%	3,641,035	0	0	3,641,035	                0	
CIM Infrastructure GP, LLC	7.8%	3,641,035	0	0	3,641,035	0	
CIM Group, LP	7.8%	3,641,035	0	0	3,641,035	0	
CIM Management, Inc.	7.8%	3,641,035	0	0	3,641,035	0	
CIM Group, LLC	7.8%	3,641,035	0	0	3,641,035	0	
CIM Holdings, LLC	7.8%	3,641,035	0	0	3,641,035	0	
_______________

Page 15 of 19

 

 

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   ¨ .	 	
 	 	 	
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.	 	
 	 	 	
 	No other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, or other proceeds from the sale of, the common shares held by the Reporting Persons.	 	
 	 	
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.	
 	 	
 	Not Applicable.	
 	 	
Item 8.	Identification and Classification of Members of the Group.	
 	 	
 	Not Applicable.	
 	 	
Item 9.	Notice of Dissolution of Group.	
 	 	
 	Not Applicable.	
 	 	
Item 10.	Certification.	
 	 	
 	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.	

Page 16 of 19

 

 

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 13, 2013	
 	Date	

 	CIM/SP Funding LLC	
 	 	
 	By:	/s/ Kelly Eppich	
 	 	Name:	Kelly Eppich	
 	 	Title:	Vice President	

 	SkyPower Services, ULC	
 	 	
 	By:	/s/ Kelly Eppich	
 	 	Name:	Kelly Eppich	
 	 	Title:	Director	

 	SkyPower Canada Holdings, Sárl	
 	 	
 	By:	/s/ Kelly Eppich	
 	 	Name:	Kelly Eppich	
 	 	Title:	Type A Manager	

 	SkyPower Canada Holdings	
 	 	
 	By:	/s/ Kelly Eppich	
 	 	Name:	Kelly Eppich	
 	 	Title:	Director	

 	CIM/SP Solutions, LLC	
 	 	
 	By:	/s/ Kelly Eppich	
 	 	Name:	Kelly Eppich	
 	 	Title:	Vice President	

 	SkyPower Holdings, LLC	
 	 	
 	By:	/s/ Kelly Eppich	
 	 	Name:	Kelly Eppich	
 	 	Title:	Vice President	

 	CIM Infrastructure Fund, LP	
 	 	
 	By:	/s/ Kelly Eppich	
 	 	Name:	Kelly Eppich	
 	 	Title:	Vice President	

 	CIM Infrastructure GP, LLC	
 	 	
 	By:	/s/ Kelly Eppich	
 	 	Name:	Kelly Eppich	
 	 	Title:	Vice President	

 	CIM Group, LP	
 	By: CIM Management, Inc., its General Partner	
 	 	
 	By:	/s/ Eric Rubenfeld	
 	 	Name:	Eric Rubenfeld	
 	 	Title:	Vice President	

Page 17 of 19

 

 

 	CIM Management, Inc.	
 	 	
 	By:	/s/ Eric Rubenfeld	
 	 	Name:	Eric Rubenfeld	
 	 	Title:	Vice President	

 	CIM Group, LLC	
 	 	
 	By:	/s/ Eric Rubenfeld	
 	 	Name:	Eric Rubenfeld	
 	 	Title:	Vice President	

 	CIM Holding, LLC	
 	 	
 	By:	/s/ Kelly Eppich	
 	 	Name:	Kelly Eppich	
 	 	Title:	Vice President	

 

Page 18 of 19

 

 

EXHIBIT INDEX

Exhibit	Document Description	
 	 	
A	Agreement Pursuant to Rule 13d-1(k)	

Page 19 of 19

 

 
EXHIBIT A

Pursuant to Rule 13d-1(k) of Regulation 13D-G of the General Rule and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in capacities set forth below.

 	June 13, 2013	
 	Date	

 	CIM/SP Funding LLC	
 	 	
 	By:	/s/ Kelly Eppich	
 	 	Name:	Kelly Eppich	
 	 	Title:	Vice President	

 	SkyPower Services, ULC	
 	 	
 	By:	/s/ Kelly Eppich	
 	 	Name:	Kelly Eppich	
 	 	Title:	Director	

 	SkyPower Canada Holdings, Sárl	
 	 	
 	By:	/s/ Kelly Eppich	
 	 	Name:	Kelly Eppich	
 	 	Title:	Type A Manager	

 	SkyPower Canada Holdings	
 	 	
 	By:	/s/ Kelly Eppich	
 	 	Name:	Kelly Eppich	
 	 	Title:	Director	

 	CIM/SP Solutions, LLC	
 	 	
 	By:	/s/ Kelly Eppich	
 	 	Name:	Kelly Eppich	
 	 	Title:	Vice President	

 	SkyPower Holdings, LLC	
 	 	
 	By:	/s/ Kelly Eppich	
 	 	Name:	Kelly Eppich	
 	 	Title:	Vice President	

 	CIM Infrastructure Fund, LP	
 	 	
 	By:	/s/ Kelly Eppich	
 	 	Name:	Kelly Eppich	
 	 	Title:	Vice President	

 	CIM Infrastructure GP, LLC	
 	 	
 	By:	/s/ Kelly Eppich	
 	 	Name:	Kelly Eppich	
 	 	Title:	Vice President	

 	CIM Group, LP	
 	By: CIM Management, Inc., its General Partner	
 	 	
 	By:	/s/ Eric Rubenfeld	
 	 	Name:	Eric Rubenfeld	
 	 	Title:	Vice President	

 

 

 	CIM Management, Inc.	
 	 	
 	By:	/s/ Eric Rubenfeld	
 	 	Name:	Eric Rubenfeld	
 	 	Title:	Vice President	

 	CIM Group, LLC	
 	 	
 	By:	/s/ Eric Rubenfeld	
 	 	Name:	Eric Rubenfeld	
 	 	Title:	Vice President	

 	CIM Holding, LLC	
 	 	
 	By:	/s/ Kelly Eppich	
 	 	Name:	Kelly Eppich	
 	 	Title:	Vice President