X0205 3 2012-05-15 0 0001381105 JBI, INC. JBII.PK 0001551180 Steele Lori 105 BRIGHTON AVENUE OTTOWA A6 K1S 0T3 ONTARIO, CANADA 0 0 1 0 Common Stock 248253 D This Initial Statement of Beneficial Ownership of Securities on Form 3 should be read in conjunction with (i) the Form 3 filed by Kenneth T. Friedman and certain other Purchasers (as defined in the Remarks to this Form 3) on May 25, 2012, (ii) the Form 3 filed by Michael B. Dorrell and certain other Purchasers on May 25, 2012, and (iii) the Forms 3 filed by Richard W. Heddle, Stephen A. Mao, and Craig Park on June 1, 2012. For the purposes of this Form 3, the Reporting Person disclaims beneficial ownership of shares of common stock except to the extent of his pecuniary interest therein. Between May 15, 2012 and May 31, 2012, JBI, Inc. (the "Issuer") entered into Subscription Agreements (the "Purchase Agreements") with several accredited investors (collectively, the "Purchasers"), including the Reporting Person in connection with a private placement of shares (the "Shares") of common stock. As a condition to the closing of the transactions contemplated by the Purchase Agreements, the Purchasers required John W. Bordynuik to enter into a letter agreement, dated as of May 15, 2012 ("Letter Agreement"), pursuant to which Mr. Bordynuik made certain agreements regarding the voting of his shares of Common Stock and his one million shares of the Issuer's Series A super majority voting preferred stock, $0.01 par value per share. Mr. Bordynuik is the current Chief of Technology of the Issuer and the former President and Chief Executive Officer of the Issuer. As a result of agreements related to the private placement, including but not limited to the Letter Agreement, the Reporting Person and the other parties to the Letter Agreement (other than Mr. Bordynuik and the Waiving Purchasers) may be deemed to comprise a "group" within the meaning of Section 13(d)(3) of the Exchange Act and may be deemed to beneficially own in excess of 10% of the outstanding shares of common stock of the Issuer, although neither the fact of this filing nor any information contained herein shall be deemed to be an admission by the Reporting Person that a "group" exists. The foregoing summary of the private placement and the Letter Agreement is qualified in its entirety by reference to the Issuer's Current Reports on Form 8-K filed on May 17, 2012 and May 22, 2012, the Schedule 13D filed on May 25, 2012 regarding ownership of shares of the Issuer's common stock, and Amendment No. 1 to Schedule 13D filed on June 1, 2012 regarding ownership of shares of the Issuer's common stock. Seth A. Winter, attorney-in-fact for Lori Steele 2012-06-01