SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2
(Amendment No. )*
Jason Industries, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
471172106
(CUSIP Number)
June 30, 2014
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| Rule 13d-1(b) | |
| X | Rule 13d-1(c) |
| 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 ("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).
|
CUSIP No. 471172106
|
13G | Page 2 of 12 Pages |
| 1 |
NAME OF REPORTING PERSONS
JMB Capital Partners Master Fund, L.P. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | ||
|
NUMBER OF |
5 |
SOLE VOTING POWER
0 | |
|
SHARES BENEFICIALLY OWNED BY |
6 |
SHARED VOTING POWER
1,217,700 | |
|
EACH REPORTING PERSON |
7 |
SOLE DISPOSITIVE POWER
0 | |
|
WITH
|
8 |
SHARED DISPOSITIVE POWER
1,217,700 | |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,217,700 | ||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2% | ||
| 12 |
TYPE OF REPORTING PERSON*
PN | ||
|
CUSIP No. 471172106
|
13G | Page 3 of 12 Pages |
| 1 |
NAME OF REPORTING PERSONS
Smithwood Advisers, L.P. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION California
| ||
|
NUMBER OF |
5 |
SOLE VOTING POWER
0 | |
|
SHARES BENEFICIALLY OWNED BY |
6 |
SHARED VOTING POWER
1,217,700 | |
|
EACH REPORTING PERSON |
7 |
SOLE DISPOSITIVE POWER
0 | |
|
WITH
|
8 |
SHARED DISPOSITIVE POWER
1,217,700 | |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,217,700 | ||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2% | ||
| 12 |
TYPE OF REPORTING PERSON*
PN | ||
|
CUSIP No. 471172106
|
13G | Page 4 of 12 Pages |
| 1 |
NAME OF REPORTING PERSONS
Smithwood General Partner, LLC | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION California
| ||
|
NUMBER OF |
5 |
SOLE VOTING POWER
0 | |
|
SHARES BENEFICIALLY OWNED BY |
6 |
SHARED VOTING POWER
1,217,700 | |
|
EACH REPORTING PERSON |
7 |
SOLE DISPOSITIVE POWER
0 | |
|
WITH
|
8 |
SHARED DISPOSITIVE POWER
1,217,700 | |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,217,700 | ||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2% | ||
| 12 |
TYPE OF REPORTING PERSON*
OO | ||
|
CUSIP No. 471172106
|
13G | Page 5 of 12 Pages |
| 1 |
NAME OF REPORTING PERSONS
Smithwood Partners, LLC | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION California
| ||
|
NUMBER OF |
5 |
SOLE VOTING POWER
0 | |
|
SHARES BENEFICIALLY OWNED BY |
6 |
SHARED VOTING POWER
1,217,700 | |
|
EACH REPORTING PERSON |
7 |
SOLE DISPOSITIVE POWER
0 | |
|
WITH
|
8 |
SHARED DISPOSITIVE POWER
1,217,700 | |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,217,700 | ||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2% | ||
| 12 |
TYPE OF REPORTING PERSON*
OO | ||
|
CUSIP No. 471172106
|
13G | Page 6 of 12 Pages |
| 1 |
NAME OF REPORTING PERSONS
Jonathan Brooks | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION USA
| ||
|
NUMBER OF |
5 |
SOLE VOTING POWER
0 | |
|
SHARES BENEFICIALLY OWNED BY |
6 |
SHARED VOTING POWER
1,217,700 | |
|
EACH REPORTING PERSON |
7 |
SOLE DISPOSITIVE POWER
0 | |
|
WITH
|
8 |
SHARED DISPOSITIVE POWER
1,217,700 | |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,217,700 | ||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2% | ||
| 12 |
TYPE OF REPORTING PERSON*
IN | ||
|
CUSIP No. 471172106
|
13G | Page 7 of 12 Pages |
Item 1.
| (a) | Name of Issuer |
| Jason Industries, Inc. |
| (b) | Address of Issuer’s Principal Executive Offices |
| 411 East Wisconsin Avenue, Suite 2100 |
| Milwaukee, WI 53202 |
Item 2.
| (a) | Name of Person Filing |
| JMB Capital Partners Master Fund L.P. (the “Fund”) |
| Smithwood Advisers, L.P. (“Advisers”) |
| Smithwood General Partner, LLC (“Smithwood GP”) |
| Smithwood Partners, LLC (“Partners”) |
| Jonathan Brooks (“Brooks”) |
| (collectively hereinafter referred to as the “Reporting Persons”) |
| Mr. Brooks is the Managing Member of Partners, which is the General Partner of the Fund. |
| Mr. Brooks is also the controlling owner and Managing Member of Smithwood GP, which is the General Partner of Advisers, the Fund’s investment adviser. |
| The Fund directly owns 15,000 shares of the Issuer’s 8.0% Series A Convertible Perpetual Preferred Stock (which are convertible into the 1,217,700 shares of Common Stock, $0.0001 par value per share to which this Schedule 13G relates). Each of Advisers, Smithwood GP, Partners and Brooks by virtue of their relationships to the Fund may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the Common Stock directly owned by the Fund. |
| (b) | Address of Principal Business Office or, if none, Residence |
| c/o Smithwood Advisers, L.P. |
| 1999 Avenue of the Stars, Suite 2040 |
| Los Angeles, CA 90067 |
| (c) | Citizenship |
| The Fund is a limited partnership formed and existing under the laws of the Cayman Islands. |
| Advisers is a limited partnership formed and existing under the laws of the State of California. |
| Smithwood GP is a limited liability company formed and existing under the laws of the State of California. |
| Partners is a limited liability company formed and existing under the laws of the State of California. |
| Brooks is a citizen of the United States. |
| (d) | Title of Class of Securities |
| Common Stock, $0.0001 par value per share (the “Common Stock”) |
| (e) | CUSIP Number |
471172106
|
CUSIP No. 471172106
|
13G | Page 8 of 12 Pages |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable. |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); | |
| (e) | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | 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); | |
| (j) | A non-U.S. institution, in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___________________________.
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: |
| 1,217,700 shares[1] |
| (b) | Percent of class: Based on 21,990,666 shares of Common Stock issued and outstanding as of September 26, 2014 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2014, as adjusted in accordance with Rule 13d-3 under the Securities Exchange Act of 1934: |
| As of the date of this filing: The Common Stock beneficially owned by the Reporting Persons represents 5.2% of the Common Stock. |
1 Amount beneficially owned is based upon the conversion of 15,000 shares of 8.0% Series A Convertible Perpetual Preferred Stock.
|
CUSIP No. 471172106
|
13G | Page 9 of 12 Pages |
| (c) | Number of shares as to which the Reporting Person have: |
| (i) | Sole power to vote or to direct the vote – 0 |
| (ii) | Shared power to vote or to direct the vote – As of the date of this filing the Reporting Persons share the power to vote or direct the vote of the 1,217,700 shares of Common Stock beneficially owned by each of them. |
| (iii) | Sole power to dispose or to direct the disposition of – 0 |
| (iv) | Shared power to dispose or to direct the disposition of – As of the date of this filing the Reporting Persons share the power to dispose or to direct the disposition of the 1,217,700 shares of Common Stock beneficially owned by each of them. |
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 of securities, check the following ¨.
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 Classificvation of Members of the Group.
Not Applicable
|
CUSIP No. 471172106
|
13G | Page 10 of 12 Pages |
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification
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, other than activities solely in connection with a nomination under § 240.14a-11.
|
CUSIP No. 471172106
|
13G | Page 11 of 12 Pages |
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.
Dated: March 11, 2015
JMB Capital Partners Master Fund, L.P.
By: Smithwood Partners, LLC, its General Partner
By: ____/s/Jonathan Brooks______________
Jonathan Brooks, Managing Member
Smithwood Partners, LLC
By: ____/s/Jonathan Brooks ______________
Jonathan Brooks, Managing Member
Smithwood Advisers, L.P.
By: Smithwood General Partner, LLC,
its General Partner
By: ____/s/Jonathan Brooks________________
Jonathan Brooks, Managing Member
Smithwood General Partner, LLC
By: ____/s/Jonathan Brooks ________________
Jonathan Brooks, Managing Member
________/s/Jonathan Brooks ________________
Jonathan Brooks, Individually
|
CUSIP No. 471172106
|
13G | Page 12 of 12 Pages |
Exhibit No. 1
JOINT FILING AGREEMENT
The undersigned hereby consent to the joint filing by any of them of a Statement on Schedule 13G and any amendments thereto, whether heretofore or hereafter filed, relating to the securities of Jason Industries, Inc. and hereby affirms that this Schedule 13G is being filed on behalf of each of the undersigned.
Dated: March 11, 2015
JMB Capital Partners Master Fund, L.P.
By: Smithwood Partners, LLC, its General Partner
By: ____/s/Jonathan Brooks______________
Jonathan Brooks, Managing Member
Smithwood Partners, LLC
By: ____/s/Jonathan Brooks ______________
Jonathan Brooks, Managing Member
Smithwood Advisers, L.P.
By: Smithwood General Partner, LLC,
its General Partner
By: ____/s/Jonathan Brooks________________
Jonathan Brooks, Managing Member
Smithwood General Partner, LLC
By: ____/s/Jonathan Brooks ________________
Jonathan Brooks, Managing Member
________/s/Jonathan Brooks ________________
Jonathan Brooks, Individually