0001144204-16-086644.txt : 20160308 0001144204-16-086644.hdr.sgml : 20160308 20160308163101 ACCESSION NUMBER: 0001144204-16-086644 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160308 DATE AS OF CHANGE: 20160308 GROUP MEMBERS: JOSHUA LANDES GROUP MEMBERS: NELSON OBUS GROUP MEMBERS: WYNNEFIELD CAPITAL MANAGEMENT, LLC GROUP MEMBERS: WYNNEFIELD CAPITAL, INC. GROUP MEMBERS: WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN GROUP MEMBERS: WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I GROUP MEMBERS: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Jason Industries, Inc. CENTRAL INDEX KEY: 0001579252 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 462888322 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87586 FILM NUMBER: 161491887 BUSINESS ADDRESS: STREET 1: 411 E. WISCONSIN AVENUE STREET 2: SUITE 2100 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 414-277-9445 MAIL ADDRESS: STREET 1: 411 E. WISCONSIN AVENUE STREET 2: SUITE 2100 CITY: MILWAUKEE STATE: WI ZIP: 53202 FORMER COMPANY: FORMER CONFORMED NAME: Quinpario Acquisition Corp. DATE OF NAME CHANGE: 20130613 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP CENTRAL INDEX KEY: 0000899083 IRS NUMBER: 133688497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 212-760-0814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 SC 13G/A 1 v433754_sc13ga.htm SCHEDULE 13G AMENDMENT NO. 3

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 3)

 

JASON INDUSTRIES Inc.

(Name of Issuer)

 

Common Stock, $0.0001 Par Value Per Share

(Title and Class of Securities)

 

471172106

(CUSIP Number)

 

March 4, 2016

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

 

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

 

   

 

 

CUSIP No. 471172106   Page 2 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. 13-3688497

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

  
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

 

1,094,253 Shares

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

1,094,253 Shares

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,094,253 Shares

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

 

  
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.9%

 

12

TYPE OF REPORTING PERSON

 

PN

 

 

 2 

 

 

CUSIP No. 471172106   Page 3 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I 13-3953291

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

  
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

 

1,788,491 Shares

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

1,788,491 Shares

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,788,491 Shares

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

 

  
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.1%

 

12

TYPE OF REPORTING PERSON

 

PN

 

 

 3 

 

 

CUSIP No. 471172106   Page 4 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. (No IRS Identification No.)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

  
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

 

662,831 Shares

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

662,831 Shares

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

662,831 Shares

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

 

  
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.0%

 

12

TYPE OF REPORTING PERSON

 

CO

 

 

 4 

 

 

CUSIP No. 471172106   Page 5 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

 

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

 

100,000 Shares

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

100,000 Shares

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

100,000 Shares

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

 

  
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.5%

 

12

TYPE OF REPORTING PERSON

 

EP

 

 

 5 

 

 

CUSIP No. 471172106   Page 6 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

WYNNEFIELD CAPITAL MANAGEMENT, LLC 13-4018186

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

  
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

 

2,882,744 Shares (1)

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

2,882,744 Shares (1)

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,882,744 Shares (1)

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

 

  
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

13.0% (1)

 

12

TYPE OF REPORTING PERSON

 

OO

 

(1) Wynnefield Capital Management, LLC holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I.

 

 6 

 

 

CUSIP No. 471172106   Page 7 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

WYNNEFIELD CAPITAL, INC. 13-3688495

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

 

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

 

662,831 Shares (1)

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

662,831 Shares (1)

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

662,831 Shares (1)

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

 

  
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 3.0% (1)

 

12

TYPE OF REPORTING PERSON

 

CO

 

(1) Wynnefield Capital, Inc. holds an indirect beneficial interest in 515,370 shares which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd.

 

 7 

 

 

CUSIP No. 471172106   Page 8 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

NELSON OBUS

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

 

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

 

3,645,575 Shares (1)

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

3,645,575 Shares (1)

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,645,575 Shares (1)

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

 

  
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

16.4% (1)

 

12

TYPE OF REPORTING PERSON

 

IN

 

(1) Mr. Obus may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small Cap Value Offshore Fund, Ltd. and Wynnefield Capital, Inc. Profit Sharing Plan because he is a co-managing member of Wynnefield Capital Management, LLC, a principal executive officer of Wynnefield Capital, Inc. (the investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd.), and the portfolio manager of Wynnefield Capital, Inc. Profit Sharing Plan. The filing of this Statement and any future amendment by Mr. Obus, and the inclusion of information herein and therein with respect to Mr. Obus, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest. Mr. Obus disclaims any beneficial ownership of the shares of Common Stock covered by this Statement.

 

 8 

 

 

CUSIP No. 471172106   Page 9 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

JoSHUA Landes

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

  
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

 

3,545,575 Shares (1)

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

3,545,575 Shares (1)

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,545,575 Shares (1)

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

 

  
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

16.0% (1)

 

12

TYPE OF REPORTING PERSON

 

IN

 

(1) Mr. Landes may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I and Wynnefield Small Cap Value Offshore Fund, Ltd. because he is a co-managing member of Wynnefield Capital Management, LLC and a principal executive officer of Wynnefield Capital, Inc. The filing of this Statement and any future amendment by Mr. Landes, and the inclusion of information herein and therein with respect to Mr. Landes, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest. Mr. Landes disclaims any beneficial ownership of the shares of Common Stock covered by this Statement.

 

 9 

 

 

CUSIP No. 471172106   Page 10 of 13 Pages

 

Item 1(a).

Name of Issuer:

 

Jason Industries Inc.

 

Item 1(b).

Address of Issuer's Principal Executive Offices:

 

411 E. Wisconsin Ave., Suite 2100, Milwaukee, WI 53202

 

Item 2(a). Name of Person Filing:

 

  Wynnefield Partners Small Cap Value, L.P. (“Partners”)
  Wynnefield Partners Small Cap Value, L.P. I (“Partners I”)
  Wynnefield Small Cap Value Offshore Fund, Ltd. (“Fund”)
  Wynnefield Capital, Inc. Profit Sharing Plan
  Wynnefield Capital Management, LLC (“WCM”)
  Wynnefield Capital, Inc. (“WCI”)
  Nelson Obus
  Joshua Landes

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

450 Seventh Avenue, Suite 509, New York, New York 10123

 

Item 2(c). Citizenship:

 

  Partners and Partners I are Delaware limited partnerships.
  Fund and WCI are Cayman Islands companies.
  WCM is a New York limited liability company.
  Mr. Obus and Mr. Landes are United States citizens.

 

 10 

 

 

CUSIP No. 471172106   Page 11 of 13 Pages

 

Item 2(d).

Title of Class of Securities:

Common Stock, $0.0001 par value per share.

   
Item 2(e).

CUSIP Number:

471172106

   
Item 3.

 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
   
(a)     ¨ Broker or Dealer registered under Section 15 of the Act.  
       
(b)     ¨ Bank as defined in Section 3(a)(6) of the Act.  
       
(c)     ¨ Insurance Company as defined in Section 3(a)(19) of the Act.  
       
(d)     ¨ Investment Company registered under Section 8 of the Investment Company Act.  
       
(e)     þ Investment Adviser registered in accordance with Rule 13d-1(b)(1)(ii)(E).  
       
 (f)     ¨ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F).  
       
(g)     ¨ Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
     
(h)     ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
     
(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.

     
(j)     ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
     
    If this Statement is filed pursuant to Rule 13d-1(c), check this box  ¨.

 

 11 

 

 

CUSIP No. 471172106   Page 12 of 13 Pages

  

Item 4.

Ownership.

 

(a)     Amount beneficially owned by all Reporting Persons: 3,645,575 Common Shares

 

(b)     Percent of Class: 16.4% of outstanding Common Shares

 

(c)     Number of Shares as to which the Reporting Persons have:

 

(i)      Sole power to vote or to direct the vote: 3,645,575 Common Shares

 

(ii)     Shared power to vote or to direct the vote: 0

 

(iii)    Sole power to dispose or to direct the disposition of: 3,645,575 Common Shares

 

(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 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 Classification of Members of the Group.

 

See Item 2(a)-(c).

   
Item 9.

Notice of Dissolution of Group.

 

Not Applicable.

   
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.

 

 12 

 

 

CUSIP No. 471172106   Page 13 of 13 Pages

 

SIGNATURE

 

Date: March 8, 2016 WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
     
  By: Wynnefield Capital Management, LLC, General Partner
       
    By: /s/ Nelson Obus
      Nelson Obus, Managing Member
   
  WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
     
  By: Wynnefield Capital Management, LLC, General Partner
       
    By: /s/ Nelson Obus
      Nelson Obus, Managing Member
   
  WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
     
  By: Wynnefield Capital, Inc.
       
    By: /s/ Nelson Obus
      Nelson Obus, President
   
  WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN
       
    By: /s/ Nelson Obus
      Nelson Obus, Portfolio Manager
   
  WYNNEFIELD CAPITAL MANAGEMENT, LLC
       
    By: /s/ Nelson Obus
      Nelson Obus, Co-Managing Member
   
  WYNNEFIELD CAPITAL, INC.
       
    By: /s/ Nelson Obus
      Nelson Obus, President
     
  /s/ Nelson Obus
  Nelson Obus, Individually
     
  /s/ Joshua Landes
  Joshua Landes, Individually

 

 13