Form SCHEDULE 13D/A Ballard Power Systems Filed by: Weichai Power Hong Kong International Development Co., Ltd
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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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Ballard Power Systems Inc. (Name of Issuer) |
Common Shares (Title of Class of Securities) |
(CUSIP Number) |
Yunyun HU 2102-03 China Merchants Twr, Shun Tak, Ctr, 168-200 Connaught Rd Central Hong Kong, K3, 00000 852 22953686 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/15/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Weichai Power Hong Kong International Development Co., Limited | ||||||||
| 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)
BK, AF, WC | ||||||||
| 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
HONG KONG
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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
31,102,826.00 | ||||||||
| 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)
10.32 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
1. The percentage of class of securities is calculated by dividing the number of Common Shares (as defined below) beneficially owned by the Reporting Persons (as defined below) by a total of 301,475,849 issued and outstanding Common Shares of the Issuer (as defined below), as reported on the Issuer's First Quarter 2026 Interim Financial Statements, attached as Exhibit 99.1 to the Form 6-K filed by the Issuer with the Securities and Exchange Commission ("SEC") on May 5, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Weichai Power Co., Ltd. | ||||||||
| 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)
BK, AF, WC | ||||||||
| 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
CHINA
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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
31,102,826.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.32 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
1. The percentage of class of securities is calculated by dividing the number of Common Shares beneficially owned by the Reporting Persons by a total of 301,475,849 issued and outstanding Common Shares of the Issuer, as reported on the Issuer's First Quarter 2026 Interim Financial Statements, attached as Exhibit 99.1 to the Form 6-K filed by the Issuer with the SEC on May 5, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Shandong Heavy Industry Group Co., Ltd. | ||||||||
| 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)
BK, AF, WC | ||||||||
| 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
CHINA
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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
31,102,826.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.32 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
1. The percentage of class of securities is calculated by dividing the number of Common Shares beneficially owned by the Reporting Persons by a total of 301,475,849 issued and outstanding Common Shares of the Issuer, as reported on the Issuer's First Quarter 2026 Interim Financial Statements, attached as Exhibit 99.1 to the Form 6-K filed by the Issuer with the SEC on May 5, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares | |
| (b) | Name of Issuer:
Ballard Power Systems Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
9000 Glenlyon Parkway, BURNABY, BRITISH COLUMBIA,
BRITISH COLUMBIA, CANADA
, 5J8. | |
Item 1 Comment:
This Amendment No. 3 amends the statement on the Schedule 13D originally filed by the Reporting Persons on November 23, 2018 (as amended to date, the "Schedule 13D"). Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged. This Amendment No. 3 is being filed by the Reporting Persons to report additional open market sales by Weichai Hong Kong through a broker of an aggregate of 3,897,000 Common Shares of the Issuer pursuant to Rule 144 ("Rule 144") under the Securities Act of 1933, as amended, which resulted in a decrease of over one percent (1%) in the aggregate percentage beneficial ownership of the Reporting Persons, as previously reported in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | (a) Item 5(a) of the Schedule 13D is hereby amended in its entirety as follows:
The aggregate number of securities and percentage of the class of securities of the Issuer beneficially owned by each Reporting Person named in Item 2(a), as well as the number of securities as to which such person is deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, shared power to dispose or direct the disposition, is set forth in the following table:
Number of Shares
Power to Vote Power to Dispose
No of Securities Percent
Reporting Person Beneficially Owned Sole Shared(1) Sole Shared(1) of Class(2)
Weichai Hong Kong 31,102,826 0 31,102,826 0 31,102,826 10.32%
Weichai Power 31,102,826 0 31,102,826 0 31,102,826 10.32%
SHIG 31,102,826 0 31,102,826 0 31,102,826 10.32%
Total(3) 31,102,826 0 31,102,826 0 31,102,826 10.32%
(all Reporting Persons)
1. Weichai Hong Kong is the direct and record owner of 31,102,826 Common Shares and shares the power to vote and the power to dispose of all of such Common Shares with Weichai Power and SHIG by virtue of the fact that Weichai Power is Weichai Hong Kong's parent company, and Weichai Power is controlled by SHIG. SHIG holds less than 20% of the shares in Weichai Power but is able to exercise influence over Weichai Power by virtue of its status as the largest shareholder of Weichai Power and representatives or designees of SHIG currently comprise a majority of members of Weichai Power's board of directors.
2. The percentage of class of securities is calculated by dividing the number of Common Shares beneficially owned by the Reporting Persons by a total of 301,475,849 issued and outstanding Common Shares of the Issuer, as reported on the Issuer's First Quarter 2026 Interim Financial Statements, attached as Exhibit 99.1 to the Form 6-K filed by the Issuer with the SEC on May 5, 2026.
3. The Reporting Persons disclaim membership in a group. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended in its entirety as follows:
(c) During the past sixty days, Weichai Hong Kong sold an aggregate of 15,028,886 Common Shares in open market transactions as follows:
Date Number of Common Shares Sold Price per Common Share
5/8/2026 2,111,111 $4.2742
5/11/2026 2,399,353 $4.1767
5/12/2026 2,368,422 $4.2167
5/13/2026 3,330,000 $4.1725
5/14/2026 923,000 $4.1198
5/15/2026 3,897,000 $4.0688 | |
| 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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