SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
RAY SUNANDAN

(Last) (First) (Middle)
C/O UNIQUE LOGISTICS INTERNATIONAL, INC.
154-09 146TH AVENUE THIRD FLOOR

(Street)
JAMAICA NY 11434

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Unique Logistics International, Inc. [ UNQL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/14/2025 D(1) 22,086.324 D $0.0037 0 I By Frangipani Trade Services(3)
Series B Convertible Preferred Stock 05/14/2025 D(2) 667.738 D $24.2219 0 I By Frangipani Trade Services
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger by and between Unique Logistics International, Inc., a Nevada corporation ("UNQL"), DP World Logistics US Holdings. Inc. ("DP World"'), a Delaware corporation ("Parent"), and Unique Merger Co., a Nevada corporation and wholly- owned subsidiary of Parent, dated as of March 11, 2025 (the "Merger Agreement"), Unique Merger Co. will merge with and into UNQL, with UNQL surviving the merger, resulting in UNQL becoming a wholly owned subsidiary of DP World on the terms and subject to the conditions set forth in the Merger Agreement. At the effective time of the merger contemplated thereby (the "Effective Time"), each share of Common Stock converted into the right to receive a lump-sum cash payment equal to $0.0037 (the "Per Share Merger Consideration").
2. Pursuant to the Merger Agreement. at the Effective Time. each share of Series B Convertible Preferred Stock converted into the right to receive a lump-sum cash payment equal to the Per Share Merger Consideration multiplied by 6,546.47. which is the number of shares of Common Stock that were issuable upon the conversion of such share of Series B Convertible Preferred Stock into shares of Common Stock pursuant to the Certificate of Designation of the Series B Convertible Preferred Stock.
3. Mr. Ray owns 100% of Frangipani Trade Services. Inc.
/s/Ray Sunandan 05/14/2025
** 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 4 (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.

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