SEC FORM 3

SEC Form 3

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

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1. Name and Address of Reporting Person^*

Fodo Joseph D.

(Last)

(First)

(Middle)

8834 MAYFIELD ROAD

(Street)

CHESTERLAND

44026

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/02/2014

3. Issuer Name and Ticker or Trading Symbol
FMSA HOLDINGS INC [ FMSA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

5. 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 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)
Class A Common Stock⁽¹⁾	638,588	D
Class A Common Stock⁽¹⁾	780,266	I	Joseph Darrell Fodo Revocable Trust dated September 10, 2007
Class A Common Stock⁽¹⁾	473,586	I	Joseph D. Fodo Grantor Retained Annuity Trust dated June 24, 2011
Class B Common Stock⁽¹⁾	0	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock option, right to purchase one share of Class A Common	⁽⁵⁾	06/01/2017	Class A Common Stock	1,360,000	$1.42	D
Stock option, right to purchase one share of Class A Common	⁽⁵⁾	05/01/2018	Class A Common Stock	850,000	$1.42	D
Stock option, right to purchase one share of Class A Common	⁽⁵⁾	10/22/2019	Class A Common Stock	510,000	$1.42	D
Stock option, right to purchase one share of Class B Common⁽²⁾	⁽³⁾	12/07/2020	Class B Common Stock	255,000	$3.56	D
Stock option, right to purchase one share of Class B Common⁽²⁾	⁽⁴⁾	12/10/2023	Class B Common Stock	85,000	$10.45	D

Explanation of Responses:

1. Upon the closing of the issuer's initial public offering, the issuer's Class A Common Stock and Class B Common Stock will automatically convert into Common Shares of the issuer on a 1-for-1 basis.

2. The Class B Common Stock options are fully exercisable seven years from the grant date. The vesting schedule can be accelerated as to 1/5 of the shares at the end of each fiscal year over a five-year period, provided (i) the issuer meets a specified EBITDA target and (ii) the reporting person has been an employee or key non-employee at all times from the grant date. If the Company fails to meet the EBITDA target for a fiscal year, but meets a cumulative EBITDA target in that year or a later year (and the reporting person has been an employee or key non-employee at all times from the grant date through the last day of such later year), the applicable percentage of the option which would have become exercisable pursuant to the vesting schedule shall become exercisable.

3. The options became exercisable as to: (i) 51,000 of the shares on 12/31/11, (ii) 51,000 of the shares on 12/31/12 and (iii) 51,000 on 12/31/13. The remaining 102,000 options will become fully exercisable on 12/7/17.

4. The options will become fully exercisable on 12/10/20.

5. Currently exercisable.

Remarks:

Executive Vice President and Chief Operating Officer This Form 3 is being filed in connection with the effectiveness of the Registration Statement on Form S-1 (Registration No. 333-198322). Exhibit list: Exhibit 24.1 - Power of Attorney

	/s/ Joseph D. Fodo by David J. Crandall	10/02/2014
	** 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.