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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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JEWETT CAMERON TRADING CO LTD (Name of Issuer) |
Common Stock, No Par Value (Title of Class of Securities) |
(CUSIP Number) |
Erica D Daley 1221 SW Yamhill Street, Suite 100 Portland, OR, 97205 503 227-6846 Mary Ann Frantz 1140 SW Washington Street, Suite 700 Portland, OR, 97205 503-224-5858 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/30/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
OREGON COMMUNITY FOUNDATION | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
OREGON
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
562,528.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
16.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, No Par Value |
| (b) | Name of Issuer:
JEWETT CAMERON TRADING CO LTD |
| (c) | Address of Issuer's Principal Executive Offices:
32275 NW HILLCREST, NORTH PLAINS,
OREGON
, 97133. |
| Item 2. | Identity and Background |
| (a) | The Oregon Community Foundation |
| (b) | 1221 SW Yamhill St. Suite 100, Portland, OR 97205 |
| (c) | Oregon nonprofit corporation recognized by the IRS as a 501(c)(3) tax-exempt corporation |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, the Reporting Person has not been a party 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 violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Reporting Person is an Oregon nonprofit corporation and is recognized by the IRS as a 501(c(3) tax-exempt corporation. |
| Item 3. | Source and Amount of Funds or Other Consideration |
All securities beneficially owned by the Reporting Person were received as charitable gifts. | |
| Item 4. | Purpose of Transaction |
On August 6, 2026, the Reporting Person entered into a Purchase and Sale Agreement (the "Agreement") with Kotarba Partners Fund I, LP, a Delaware limited partnership (the "Purchaser"), pursuant to which the Reporting Person agreed to sell to the Purchaser up to 738,534 shares of Common Stock (the "Shares"), comprising 100% of the shares of Common Stock beneficially owned by the Reporting Person as of the date of the Agreement, on the terms and conditions specified in the Agreement. Pursuant to the Agreement, the Purchaser completed the purchase of 176,006 Shares at a purchase price of $1.85 per share on September 30, 2026 (the "Initial Purchase"). The Purchaser has the option to purchase the remaining Shares by no later than March 31, 2028. Of the remaining Shares, 176,006 will have a purchase price of $1.85 per share, and the balance will have a purchase price equal to 85% of the volume-weighted average price of the Company's common stock for the 30 consecutive trading days ending on the last business day immediately prior to the applicable closing date, subject to a minimum purchase price of $1.85 per share and a maximum purchase price of $4.00 per share. The parties may agree to terminate the Agreement before March 31, 2028, whether or not additional purchases of Shares have been completed, or to extend the Purchaser's option to purchase the Shares beyond March 31, 2028. Other than as set forth in the Agreement, the Reporting Person has agreed to retain sole record and beneficial ownership, free of any Encumbrances (as defined in the Agreement), of all Shares that the Purchaser has the option to purchase under the Agreement (or as the parties may otherwise mutually agree), until the expiration or termination of the Agreement.
The foregoing summary of the terms and conditions of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which was previously filed as Exhibit 1 to Amendment No. 2 to this Schedule 13D filed on August 10, 2026 and is incorporated herein by reference.
The Reporting Person has no other present plans or proposals that relate to or would result in any of the events listed in Item 4. The Reporting Person may receive gifts or additional shares of Common Stock in the future and, in that event, may engage in sales of shares of Common Stock from time to time in furtherance of its charitable purposes. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date of this report, the Reporting Person beneficially owns 562,528 Shares of Comon Stock, representing 16.0% of the Company's outstanding shares of Common Stock (based on 3,520,113 shares outstanding as of July 14, 2026). |
| (b) | As of the date of this report, the Reporting Person has the sole power to direct the vote of the shares it beneficially owns, representing 16.0% of the Company's outstanding shares of Common Stock (based on 3,520,113 shares outstanding as of July 14, 2026). As described in Item 4 above, the Purchaser purchased 176,006 Shares from the Reporting Person in the Initial Purchase, and has the option to purchase the remaining 562,528 shares beneficially owned by the Reporting Person. Therefore, the Reporting Person presently has no power to dispose of the remaining 562,528 Shares other than pursuant to the Agreement. |
| (c) | The Reporting Person has not effected any transactions in the Issuer's Common Stock during the past sixty (60) days except as described in Item 4. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
See Item 4. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1 - Purchase and Sale Agreement between the Oregon Community Foundation and Kotarba Partners Fund I, LP, a Delaware limited partnership, dated August 6, 2026, previously filed as Exhibit 1 to Amendment No. 2 to this Schedule 13D filed on August 10, 2026 and incorporated herein by reference. |
| 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.
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