SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Encision Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

29254Q104

(CUSIP Number)

Timothy J. Wynne

1625 South Tacoma Way

Tacoma, WA 98409

253-709-2984

With a Copy to:

David E. Myre, Jr.

Hillis Clark Martin & Peterson P.S.

999 Third Ave., Suite 4600

Seattle, WA 98104

206-623-1745

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 7, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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. 29254Q104 SCHEDULE 13D Page 2  of 6

1	NAME OF REPORTING PERSON Timothy J. Wynne
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☒        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 581,142
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 581,142
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 581,142
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 29254Q104 SCHEDULE 13D Page 3  of 6

1	NAME OF REPORTING PERSON Brett M. Telford
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☒        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ☐
6	CITIZENSHIP OR PLACE OR ORGANIZATION Australia
NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 581,142
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 581,142
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 581,142
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.4%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 29254Q104 SCHEDULE 13D Page 4  of 6

This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission on December 27, 2016 by Timothy J. Wynne and Brett M. Telford, as amended by that Amendment No. 1 filed with the Securities and Exchange Commission on January 19, 2017 by Timothy J. Wynne and Brett M. Telford, and as further amended by that Amendment No. 2 filed with the Securities and Exchange Commission on February 13, 2017 by Timothy J. Wynne and Brett M. Telford, with regards to the Common Stock of Encision Inc. (as amended, the “Statement”). Capitalized terms used but not defined in this Amendment No. 3 shall have the meanings given to them in the Statement.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Statement is hereby amended and supplemented by adding the following:

In a phone conversation on March 3, 2017, Gregory Trudel (“Trudel”), the President and CEO of the Company, informed the Reporting Persons that the board of directors of the Company was not willing to provide the Reporting Persons with certain due diligence materials and access to observe the Company’s operations as requested by the Reporting Persons in order to facilitate the Proposed Transaction.

As a result of the board’s decision, the Reporting Persons sent a letter to Trudel dated March 7, 2017 (the “March 7 Letter”). A copy of the March 7 Letter is filed as Exhibit 99.5 to this Amendment No. 3 and incorporated herein by this reference.

ITEM 7. MATERIAL TO BE FILED AS AN EXHIBIT

Item 7 is amended and supplemented by adding the following exhibit:

Exhibit 99.5 Letter from the Reporting Persons to Gregory Trudel dated March 7, 2017.

CUSIP No. 29254Q104 SCHEDULE 13D Page 5  of 6

SIGNATURES

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

Date: March 8, 2017

/s/ Timothy J. Wynne

Timothy J. Wynne

/s/ Brett M. Telford

Brett M. Telford

CUSIP No. 29254Q104 SCHEDULE 13D Page 6  of 6

EXHIBIT INDEX

Exhibit	Description
Exhibit 99.5	Letter from the Reporting Persons to Gregory Trudel dated March 7, 2017.

EX-99.5

Exhibit 99.5

March 7, 2017

Gregory Trudel

President & CEO

Encision, Inc.

6797 Winchester Circle

Boulder, CO 80301

Dear Greg,

I appreciate the phone call this past Friday regarding our request to conduct necessary due diligence before making an offer for Encision. The board’s denial of our due diligence request was odd, especially when you agreed to it during my recent visit and in a subsequent email. The reason the board stated was that there would be no interest in a market or slightly above market sale of the company. It is difficult to determine an appropriate price for the company and whether there is any hidden value without the opportunity to conduct due diligence. As I stated on the call, Encision continues to go broke and the further the board allows it to be driven it into the dirt the cheaper it will be for the future owner. As a shareholder, it is disappointing that the management team continues to act in its own best interest, rather than the best interest of the company and its shareholders. It appears to us that the directors are more interested in keeping their jobs and earning fees from the company than they are in properly performing their duties as board members. We strongly recommend that you reconsider your refusal to grant us access to the information we have requested. We ended the brief call by discussing a meeting next month at the AORN conference and that offer still stands.

Over a year ago in January, I reached out to you to discuss our interest in Encision. Since that time, Encision has continued to chart the same course. This course has resulted in Encision reporting additional losses of over $800,000 since this meeting (the four quarters making up last calendar year). We expect more of the same in the current quarter when Encision reports next month. While Encision may slow its demise by cutting some costs, a likely continued sales decline will ultimately negate this cost cutting.

Brett and I have discussed Encision’s R & D activities (at least the ones that we know about), and if we purchased the company we would likely toss the resulting products in the trash bin. From what we have seen, nothing in this pipeline can save the company. To the contrary, these projects will continue to drain cash and further Encision’s demise. We believe that the underlying problem is that the needs of the marketplace continue to elude the board’s leadership. That said, I see no real reason to continue pointing out what is obvious to people that have run, and continue to run, successful enterprises in the medical device arena.

As Encision tries to figure out a way to survive another quarter, the enterprises Brett and I operate continue to thrive. At some point we hope Encision recognizes it is time for this management team to throw in the towel and quit adding to the $20+ million loss carry-forward. If you still want to meet at the AORN let us know. In the meantime, expect to hear more from us as disappointed shareholders.

Best regards,

/s/ Tim Wynne

Tim Wynne

CEO & Director of New Business Development

The OR Company LLC