| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 12/31/2022 |
3. Issuer Name and Ticker or Trading Symbol
IBEX Ltd [ IBEX ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Shares | 206,486(1) | D | |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy Common Shares) | (2) | 06/30/2030 | Common Shares | 50,000 | 12.75 | D | |
| Stock Option (Right to Buy Common Shares) | (2) | 08/07/2030 | Common Shares | 45,027 | 19 | D | |
| Stock Option (Right to Buy Common Shares) | (3) | 12/14/2030 | Common Shares | 20,000 | 19.85 | D | |
| Explanation of Responses: |
| 1. Includes (i) 932 restricted stock units ("RSUs") that vest on July 1, 2023 and (ii) 968 RSUs that vest on August 1, 2023, all subject to continued employment. |
| 2. The shares subject to this option are fully vested and exercisable. |
| 3. Performance stock units ("PSUs") granted on December 14, 2020. Each PSU represents a contingent right to receive one share of the Company's common shares. The PSUs vest upon the Company's common shares achieving a specified price per share over a 30 day period. |
| Remarks: |
| The Company determined that as of December 31, 2022, the Company no longer qualified as a foreign private issuer. Beginning July 1, 2023, the Reporting Person is subject to Section 16 of the Securities Exchange Act of 1934. Exhibit 24 - Power of Attorney |
| /s/ Lisa Lenstrohm, Attorney-in-Fact | 06/30/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
Exhibit 24
POWER OF ATTORNEY
Know by all these presents that the undersigned hereby constitutes and appoints each of Lisa Lenstrohm, Amy VanDerSchouw and Jaime Schlomberg, and any of their substitutes, signing singly, as the
undersigned’s true and lawful attorney-in-fact to:
| 1. |
execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of IBEX Limited (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as
amended, and the rules thereunder;
|
| 2. |
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such
form with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and
|
| 3. |
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact’s discretion.
|
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each
such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned also ratifies hereby any action
previously taken by each such attorney in fact that would have been authorized by this Power of Attorney if it had been in effect at the time such action was taken. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of June 2023.
|
/s/ Robert Dechant
|
||
|
Name: Robert Dechant
|
||