0001376474-17-000036.txt : 20170210 0001376474-17-000036.hdr.sgml : 20170210 20170210143314 ACCESSION NUMBER: 0001376474-17-000036 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170210 DATE AS OF CHANGE: 20170210 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: 17592282 BUSINESS ADDRESS: STREET 1: 833 EAST MICHIGAN STREET STREET 2: SUITE 900 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 414-277-9300 MAIL ADDRESS: STREET 1: 833 EAST MICHIGAN STREET STREET 2: SUITE 900 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: TERRIL BROTHERS, INC. CENTRAL INDEX KEY: 0000314169 IRS NUMBER: 592003558 STATE OF INCORPORATION: MO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 10777 SUNSET OFFICE DR. STREET 2: SUITE 317 CITY: ST. LOUIS STATE: MO ZIP: 63127 BUSINESS PHONE: 3149650344 MAIL ADDRESS: STREET 1: P.O. BOX 31277 STREET 2: - CITY: ST. LOUIS STATE: MO ZIP: 63131 FORMER COMPANY: FORMER CONFORMED NAME: TERRIL BROTHERS INC DATE OF NAME CHANGE: 20120516 FORMER COMPANY: FORMER CONFORMED NAME: TERRIL BROTHERS INC /ADV DATE OF NAME CHANGE: 20000101 FORMER COMPANY: FORMER CONFORMED NAME: TERRIL LAUBER & CO INC /MO /ADV DATE OF NAME CHANGE: 19880719 SC 13G/A 1 tr_sc13gz.htm SCHEDULE 13-G AMENDMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

JASON INDUSTRIES, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

471172106

(CUSIP Number)

December 31, 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:
þ  Rule 13d-1(b)
¨  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 disclosures provided in a prior cover page.

The information required on 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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.

 

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Terril Brothers, Inc. d/b/a Terril & Company

FEIN: 59-2003558

 

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨

 

 

3.

 

SEC USE ONLY
 

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION
 
Missouri, U.S.A.

 

 

 

 

 

 

 

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

5.

 

SOLE VOTING POWER
 
0

 

6.

 

SHARED VOTING POWER
 
846,075, consisting of 245,905 shares of common stock and 600,170 shares of common stock issuable upon exercise of warrants

 

7.

 

SOLE DISPOSITIVE POWER
 
0

 

8.

 

SHARED DISPOSITIVE POWER
 
846,075, consisting of 245,905 shares of common stock and 600,170 shares of common stock issuable upon exercise of warrants

 

 

 

 

 

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

846,075, consisting of 245,905 shares of common stock and 600,170 shares of common stock issuable upon exercise of warrants

 

 

10.

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

 

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.6%

 

 

12.

 

TYPE OF REPORTING PERSON


IA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CUSIP No. 471172106

 

 

 

 

 

 

 

 

 

Item 1.

 

(a)

Name of Issuer
Jason Industries, Inc.

 

 

 

 

(b)

Address of Issuer’s Principal Executive Offices
411 E. Wisconsin Avenue, Suite 2100, Milwaukee, WI 53202

 

 

 

Item 2.

 

(a)

Name of Person Filing
Terril Brothers, Inc. d/b/a Terril & Company

 

 

 

 

(b)

Address of the Principal Office or, if none, residence
10777 Sunset Office Drive, Suite 317, St. Louis, Missouri 63127

 

 

 

 

(c)

Citizenship
Missouri, U.S.A.

 

 

 

 

(d)

Title of Class of Securities
This statement relates to the shares of common stock, par value $0.0001 per share, of the Issuer

 

 

 

 

(e)

CUSIP Number
471172106

 

 

 

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:

 

(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)

þ

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)

¨

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

 

 

 

 

 

 

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: 846,075, consisting of 245,905 shares of common stock and 600,170 shares of common stock issuable upon exercise of warrants

 

 

 

 

 

 

(b)

 

Percent of class:  3.6%

 

 

 

 

 

 

(c)

 

Number of shares as to which the person has:  

 

 

 

 

 

 

 

 

(i)

Sole power to vote or to direct the vote: See Cover Page Items 5-8

 

 

 

 

 

 

 

 

(ii)

Shared power to vote or to direct the vote. See Cover Page Items 5-8

 

 

 

 

 

 

 

 

(iii)

Sole power to dispose or to direct the disposition of: See Cover Page Items 5-8

 

 

 

 

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of: See Cover Page Items 5-8

 

 

 

 

 

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    þ

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

N/A

Item 8.  Identification and Classification of Members of the Group.

 N/A

Item 9.  Notice of Dissolution of Group.

 N/A

Item 10.  Certification.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CUSIP No. 471172106

 

13G/A

 

 

 

 

 

 

 

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.

February 8, 2017

Date

 

/s/ John J. Terril, President

Signature

 

John J. Terril, President