0000902664-18-000782.txt : 20180209 0000902664-18-000782.hdr.sgml : 20180209 20180209100927 ACCESSION NUMBER: 0000902664-18-000782 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180209 DATE AS OF CHANGE: 20180209 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: 18589103 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: Rotation Capital Management, LP CENTRAL INDEX KEY: 0001652237 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 489 FIFTH AVENUE STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-202-3150 MAIL ADDRESS: STREET 1: 489 FIFTH AVENUE STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 p18-0116sc13ga.htm JASON INDUSTRIES, INC.

 

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, $0.0001 par value

(Title of Class of Securities)
 

471172114

(CUSIP Number)
 

December 31, 2017

(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 7 Pages)

 

______________________________

* 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 (the "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. 47117211413G/APage 2 of 7 Pages

 

1

NAMES OF REPORTING PERSONS

Rotation Capital Management, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

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

- 0 -

6

SHARED VOTING POWER

- 0 -

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

- 0 -

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

- 0 -

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

IA

         

 

CUSIP No. 47117211413G/APage 3 of 7 Pages

 

1

NAMES OF REPORTING PERSONS

Matthew Rothfleisch

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

- 0 -

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

- 0 -

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

- 0 -

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 47117211413G/APage 4 of 7 Pages

 

Item 1(a). NAME OF ISSUER.
   
  The name of the issuer is Jason Industries, Inc. (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company's principal executive offices are located at 833 East Michigan Street, Milwaukee, Wisconsin.

 

Item 2(a). NAME OF PERSON FILING:

 

  This statement is filed by:
   
  (i) Rotation Capital Management, LP, a Delaware limited partnership (the "Investment Manager"), with respect to the Shares (as defined in Item 2(d) below) directly held by Rotation Capital Credit Opportunities Fund, Ltd., a Cayman Islands exempted company (the "Rotation Fund"); and
   
  (ii) Mr. Matthew Rothfleisch ("Mr. Rothfleisch") with respect to the Shares directly held by the Rotation Fund.
     
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
   
  The Investment Manager serves as the investment manager to the Rotation Fund. The general partner of the Investment Manager is Rotation Capital Partners, LLC (the "General Partner").  Mr. Rothfleisch is the managing member of the General Partner. The filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein.  Mr. Rothfleisch expressly disclaims beneficial ownership of the Shares.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

  The address of the business office of each of the Reporting Persons is 489 Fifth Avenue, 11th Floor, New York, NY 10017.

 

Item 2(c). CITIZENSHIP:

 

  The Investment Manager is a Delaware limited partnership.  Mr. Rothfleisch is a citizen of the United States.

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Common Stock, $0.0001 par value (the "Shares").

 

 

CUSIP No. 47117211413G/APage 5 of 7 Pages

 

Item 2(e). CUSIP NUMBER:
   
  4711721142

 

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) x Investment adviser 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) x Parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
  (h) ¨ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) ¨ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
  (j) ¨ Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
  specify the type of institution:    

 

Item 4. OWNERSHIP.

 

    The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

 

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: ý

 

 

CUSIP No. 47117211413G/APage 6 of 7 Pages

 

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.
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.

 

Item 10. CERTIFICATION.

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired 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. 47117211413G/APage 7 of 7 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: February 9, 2018

 

  ROTATION CAPITAL MANAGEMENT, LP
   
  By:  ROTATION CAPITAL PARTNERS, LLC, its general partner
   
  By:

/s/ Matthew Rothfleisch

  Name: Matthew Rothfleisch
  Title: Managing Member
   
   
 

/s/ Matthew Rothfleisch

  Matthew Rothfleisch