Unassociated Document


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13G
(Rule 13d-102)13961
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b),(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)*
 
THE DESCARTES SYSTEMS GROUP INC.   
(Name of Issuer)
 
Common Shares
(Title of Class of Securities)
 
249906108
(CUSIP Number)
 
December 31, 2009
(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 the disclosures provided in a prior cover page.
 
The information required in 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 (the "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.)
 
(Continued on following pages)
 
 
 

 
 
CUSIP No. 249906108
Page 2 of 5 Pages
 
           
1  
NAMES OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
 
Cumberland Private Wealth Management Inc./ None
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

 
(a)   o
 
(b)   o
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
 
Canada
       
  5   SOLE VOTING POWER:
     
NUMBER OF
 
1,789,717
 
     
SHARES
6   SHARED VOTING POWER:
BENEFICIALLY
   
OWNED BY
 
0
 
     
EACH
7   SOLE DISPOSITIVE POWER:
REPORTING
   
PERSON
 
1,789,717
 
     
WITH:
8   SHARED DISPOSITIVE POWER:
     
   
0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
 
1,789,717
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
 
o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
 
2.9%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
 
CO
 
 
 

 
 
CUSIP No. 249906108
Page 3 of 5 Pages
 
Item 1(a).
Name of Issuer
   
  The Descartes Systems Group Inc.
 
Item 1(b).
Address of Issuer’s Principal Executive Offices
   
 
120 Randall Dr.,
Waterloo, Ontario N2V 1C6, Canada
 
Item 2(a).
Name of Persons Filing
   
  Cumberland Private Wealth Management Inc.
 
Item 2(b).
Address of Principal Business Office or, if none, Residence
   
 
99 Yorkville Avenue,
Suite 300
Toronto, Ontario M5R 3K5 Canada
 
Item 2(c).
Citizenship
   
  Canada
 
Item 2(d).
Title of Class of Securities
   
  Common Shares
 
Item 2(e).
CUSIP Number
   
  249906108
 
Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
   
  Not Applicable
 
 
 

 
 
CUSIP No. 249906108
Page 4 of 5 Pages
 
Item 4.
Ownership
 
 
(a)
Amount Beneficially Owned: 1,789,717
 
 
(b)
Percent of Class: 2.9%
 
 
(c)
Number of shares as to which such person has:

 
(i)
 
sole power to vote or to direct the vote: 1,789,717
   
       
   
 
(ii)
 
shared power to vote or to direct the vote: 0
   
       
   
 
(iii)
 
sole power to dispose or to direct the disposition of: 1,789,717
   
       
   
 
(iv)
 
shared power to dispose or to direct the disposition of: 0
   
       
 
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 securities, check the following x
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
   
  Not applicable
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
   
  Not applicable
 
Item 8.
Identification and Classification of Members of the Group
   
  Not applicable
 
Item 9.
Notice of Dissolution of Group
   
  Not applicable
 
 
 

 
 
CUSIP No. 249906108
Page 5 of 5 Pages
 
Item 10.
Certifications
   
  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.
 
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 as of January 26, 2010.
 
     
 
CUMBERLAND PRIVATE WEALTH MANAGEMENT INC.
     
 
By:  
/s/ Katharine Varik
 
Name: Katharine Varik
 
Title: Chief Compliance Officer