0001579252-14-000018.txt : 20141124 0001579252-14-000018.hdr.sgml : 20141124 20141124175652 ACCESSION NUMBER: 0001579252-14-000018 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141124 FILED AS OF DATE: 20141124 DATE AS OF CHANGE: 20141124 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Westgate David C CENTRAL INDEX KEY: 0001611799 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36051 FILM NUMBER: 141247375 MAIL ADDRESS: STREET 1: C/O JASON INDUSTRIES STREET 2: 411 EAST WISCONSIN AVENUE, SUITE 2100 CITY: MILWAUKEE STATE: WI ZIP: 53202 4 1 wf-form4_141686980239684.xml FORM 4 X0306 4 2014-11-24 0 0001579252 Jason Industries, Inc. JASN 0001611799 Westgate David C 411 EAST WISCONSIN AVE. SUITE 2100 MILWAUKEE WI 53202 1 1 0 0 Chief Executive Officer Common Stock 2014-11-24 4 P 0 30000 7.8499 A 30000 D Restricted Stock Units Common Stock 312610.0 312610 D Restricted Stock Units Common Stock 364710.0 364710 D JPHI Holdings, Inc. common stock Common Stock 657574.0 657574 D The price reported in Column 4 is a weighted average price. These shares were purchased in mulitple transactions at prices ranging from $7.84966 to $7.85. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price. The time-vesting restricted stock units vest in equal one-third (1/3) installments on each of the first three (3) anniversaries following June 30, 2014, provided that Mr. Westgate has not been been terminated prior to the applicable vesting date. Provided that Mr. Westgate has not been terminated prior to the applicable vesting date, the stock-price vesting restricted stock units vest in the following amounts if on any date between June 30, 2014 and the third anniversary of that date the fair market value of Jason Industries, Inc.'s common stock: (i) equals or exceeds $12.00 in any twenty (20) trading days within a thirty (30) day period, then 91,177.5 of the stock price-vesting restricted stock units shall vest; (ii) equals or exceeds $13.50 in any twenty (20) trading days within a thirty (30) day period, then an additional 91,177.5 of the stock price-vesting restricted stock units shall vest (a total of 182,355 of the stock price-vesting restricted stock units); (Continued From Footnote 2) (iii) equals or exceeds $15.00 in any twenty (20) trading days within a thirty (30) trading day period, then an additional 91,177.5 of the stock price-vesting restricted stock units shall vest (a total of 273,532.5 of the stock price-vesting restricted stock units); and (iv) equals or exceeds $17.00 in any twenty (20) trading days within a thirty (30) trading day period, then an additional 91,177.5 of the stock price-vesting restricted stock units shall vest (a total of 364,710 of the stock price-vesting restricted stock units). Any portion of the stock price-vesting restricted stock units that have not become fully vested on the date immediately following the third anniversary of June 30, 2014 shall be cancelled and forfeited for no consideration. Exchangeable on a one-share to one-share ratio (1:1) for common stock of Jason Industries, Inc., such ratio to be adjusted upon certain events, including stock splits, dividends and other changes to or payments on Jason Industries, Inc. common stock, pursuant to the terms of that certain Investor Rights Agreement, dated as of June 30, 2014, by and among each of Quinpario Acquisition Corp., JPHI Holdings, Inc. and each of the Holders signatory thereto. /s/ William P. Schultz as attorney-in-fact 2014-11-24