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CUSIP
No. 826516106
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13G
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Page
2 of 6 Pages
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(1)
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Names
of Reporting Persons
Turtle
Creek Asset Management Inc.
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(2)
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a) G
(b)
G
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(3)
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SEC
Use Only
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(4)
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Citizenship
or Place of Organization
Canada
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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(5)
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Sole
Voting Power
1,873,525
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(6)
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Shared
Voting Power
0
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(7)
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Sole
Dispositive Power
1,873,525
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(8)
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Shared
Dispositive Power
0
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(9)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,873,525
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(10)
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) G
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(11)
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Percent
of Class Represented by Amount in Row (9)
6.0%
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(12)
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Type
of Reporting Person (See Instructions)
FI
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Item
1(a).
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Name
of Issuer
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Sierra
Wireless Inc.
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Item
1(b).
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Address
of Issuer's Principal Executive Offices
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13811
Wireless Way
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Richmond,
British Columbia V6V 3A4 Canada
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Item
2(a).
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Name
of Person Filing
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Turtle
Creek Asset Management Inc.
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Item
2(b).
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Address
of Principal Business Office or, if None, Residence
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4
King Street West, Suite 1300
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Toronto,
Ontario M5H 1B6 Canada
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Item
2(c).
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Citizenship
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Canada
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Item
2(d).
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Title
of Class of Securities
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Common
Stock
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Item
2(e).
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CUSIP
Number
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826516106
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Item
3.
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If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is
a:
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(a)
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G
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Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
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(b)
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G
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Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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G
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Insurance
Company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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G
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Investment
Company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
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(e)
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G
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An
investment adviser in accordance with Rule
240.13d-1(b)(1)(ii)(E);
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(f)
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G
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An
employee benefit plan or endowment fund in accordance with Rule
240.13d-1(b)(1)(ii)(F);
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(g)
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G
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A
parent holding company or control person in accordance with Rule
240.13d-1(b)(1)(ii)(G);
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(h)
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G
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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G
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A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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S
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A
non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
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(k)
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G
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Group,
in accordance with Rule
240.13d-1(b)(1)(ii)(K).
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If
filing in accordance with Rule 240.13d-1(b)(1)(ii)(J), please
specify the type of institution: investment
advisor
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Item 4(a).
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Amount
Beneficially Owned
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Turtle
Creek Asset Management Inc. may be deemed to beneficially own 1,873,525
shares of common stock of the Issuer, which are held by funds for which Turtle
Creek Asset Management Inc. is manager, trustee and portfolio
advisor.
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Item
4(b).
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Percent
of Class
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6.0%
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Item
4(c).
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Number
of shares as to which the Reporting Person has:
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(i)
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sole
power to vote or direct the vote:
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1,873,525
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(ii)
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shared
power to vote or direct the vote:
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0
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(iii)
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sole
power to dispose or to direct the disposition:
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1,873,525
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(iv)
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shared
power to dispose or to direct the disposition:
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0
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Item 5.
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Ownership
of Five Percent or Less of a Class
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Not
applicable.
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Item
6.
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Ownership
of More Than Five Percent on Behalf of Another Person
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The
securities with respect to which this Schedule is filed are owned by funds
for which Turtle Creek Asset Management Inc. is manager, trustee and
portfolio advisor. Those
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fund
have the right to receive dividends from, or the proceeds from the sale
of, such securities. No such fund has such right with respect to more than
five percent of this class of securities.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired The Security Being
Reported on By the Parent Holding Company
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Not
applicable.
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Item
8.
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Identification
and Classification of Members of the Group
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group
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Not
applicable.
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Item
10.
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Certification
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By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary
course of business and 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.
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By
signing below I certify that, to the best of my knowledge and belief, the
foreign regulatory scheme applicable to investment
advisors is
substantially comparable to the regulatory scheme applicable to the
functionally equivalent U.S. institution(s). I also undertake to furnish
to the Commission staff, upon request, information that would otherwise be
disclosed in a Schedule 13D.
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TURTLE
CREEK ASSET MANAGEMENT INC.
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/s/
Jeffrey Hebel
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By:
Jeffrey Hebel
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Title:
Managing Partner
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