Filing Details
- Accession Number:
- 0001193125-17-042205
- Form Type:
- 13G Filing
- Publication Date:
- 2017-02-14 10:02:57
- Filed By:
- Scopus Asset Management
- Company:
- Jason Industries Inc. (NASDAQ:JASN)
- Filing Date:
- 2017-02-14
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Alex Mitchell | 0 | 2,103,201 | 0 | 2,103,201 | 2,103,201 | 8.8% |
| Scopus Capital, Inc | 0 | 2,103,201 | 0 | 2,103,201 | 2,103,201 | 8.8% |
| Scopus Asset Management | 0 | 2,103,201 | 0 | 2,103,201 | 2,103,201 | 8.8% |
| Scopus Advisors | 0 | 1,240,792 | 0 | 1,240,792 | 1,240,792 | 5.3% |
| Scopus Partners | 0 | 192,384 | 0 | 192,384 | 192,384 | 0.9% |
| Scopus Partners II | 0 | 799,203 | 0 | 799,203 | 799,203 | 3.5% |
| Scopus Vista Partners | 0 | 249,205 | 0 | 249,205 | 249,205 | 1.1% |
| Scopus Fund Ltd | 0 | 793,875 | 0 | 793,875 | 793,875 | 3.5% |
| Scopus Vista Fund Ltd | 0 | 68,534 | 0 | 68,534 | 68,534 | 0.3% |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
JASON INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $0.0001 par value 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:
☐ 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 persons 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 (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
Alex Mitchell | |||||
| 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
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
2,103,201 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
2,103,201 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,103,201 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
8.8% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
2
| CUSIP No. 471172106 |
| 1. | Names of Reporting Persons
Scopus Capital, Inc. | |||||
| 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
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
2,103,201 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
2,103,201 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,103,201 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
8.8% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
3
| CUSIP No. 471172106 |
| 1. | Names of Reporting Persons
Scopus Asset Management, L.P. | |||||
| 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
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
2,103,201 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
2,103,201 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,103,201 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
8.8% | |||||
| 12. | Type of Reporting Person (See Instructions)
IA | |||||
4
| CUSIP No. 471172106 |
| 1. | Names of Reporting Persons
Scopus Advisors, LLC | |||||
| 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
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
1,240,792 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,240,792 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,240,792 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
5.3% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
5
| CUSIP No. 471172106 |
| 1. | Names of Reporting Persons
Scopus Partners, L.P. | |||||
| 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
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
192,384 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
192,384 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
192,384 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.9% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
6
| CUSIP No. 471172106 |
| 1. | Names of Reporting Persons
Scopus Partners II, L.P. | |||||
| 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
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
799,203 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
799,203 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
799,203 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
3.5% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
7
| CUSIP No. 471172106 |
| 1. | Names of Reporting Persons
Scopus Vista Partners, L.P. | |||||
| 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
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
249,205 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
249,205 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
249,205 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
1.1% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
8
| CUSIP No. 471172106 |
| 1. | Names of Reporting Persons
Scopus Fund Ltd. | |||||
| 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
British Virgin Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
793,875 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
793,875 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
793,875 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
3.5% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
9
| CUSIP No. 471172106 |
| 1. | Names of Reporting Persons
Scopus Vista Fund Ltd. | |||||
| 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
British Virgin Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
68,534 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
68,534 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
68,534 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.3% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
10
| Item 1. |
| (a) | Name of Issuer: |
| Jason | Industries, Inc. (the Issuer) |
| (b) | Address of Issuers Principal Executive Offices: |
833 East Michigan Street, Suite 900
| Milwaukee, | Wisconsin 53202 |
| Item 2. |
| (a) | Name of Person Filing: |
This statement is filed by Mr. Alex Mitchell; Scopus Capital, Inc. (SCI); Scopus Asset Management, L.P. (SAMLP); Scopus Advisors, LLC (SALLC); Scopus Partners, L.P. (SPLP); Scopus Partners II, L.P. (SPIILP); Scopus Vista Partners, L.P. (SVPLP); Scopus Fund Ltd. (SFL); and Scopus Vista Fund Ltd. (SVFL, and together with Mr. Mitchell, SCI, SAMLP, SALLC, SPLP, SPIILP, SVPLP and SFL, the Reporting Persons).
| (b) | Address of Principal Business Office or, if none, Residence: |
For each Reporting Person:
717 Fifth Ave., 21st Floor
New York, New York 10022
| (c) | Citizenship: |
For each Reporting Person other than Mr. Mitchell, SFL and SVFL, Delaware.
For Mr. Mitchell, United States of America
For SFL and SVFL, British Virgin Islands.
| (d) | Title of Class of Securities: |
Common Stock, $0.0001 par value per share (Common Stock)
| (e) | CUSIP Number: |
471172106
| Item 3. | If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership |
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Statement.
The percent of class represented by the amount beneficially owned by each Reporting Person is based on 22,395,705 shares of Common Stock outstanding as of October 30, 2016, as indicated by the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 4, 2016.
11
The beneficial ownership of SPLP consists of 50,601 shares of Common Stock directly held and 141,783 shares of Common Stock underlying warrants. The beneficial ownership of SPIILP consists of 191,583 shares of Common Stock directly held and 607,620 shares of Common Stock underlying warrants. The beneficial ownership of SVPLP consists of 87,745 shares of Common Stock directly held and 161,460 shares of Common Stock underlying warrants. The beneficial ownership of SFL consists of 222,900 shares of Common Stock directly held and 570,975 shares of Common Stock underlying warrants. The beneficial ownership of SVFL consists of 26,171 shares of Common Stock directly held and 42,363 shares of Common Stock underlying warrants.
SALLC is the general partner of each of SPLP, SPIILP and SVPLP and is deemed to have beneficial ownership of the Common Stock beneficially owned by each such entity. SAMLP is the investment advisor to each of SPLP, SPIILP, SVPLP, SFL and SVFL and is deemed to have beneficial ownership of the Common Stock beneficially owned by each such entity. SCI is the general partner of SAMLP and is deemed to have beneficial ownership of the Common Stock beneficially owned by SAMLP. Mr. Mitchell holds 100% of the ownership interest in each of SALLC and SCI and is deemed to have beneficial ownership of the Common Stock beneficially owned by each such entity.
| 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 ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
SPLP, SPIILP, SVPLP, SFL and SVFL, as the entities that directly hold the shares of Common Stock, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported as beneficially owned by Mr. Mitchell, SCI, SAMLP and SALLC.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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 |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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, other than activities solely in connection with a nomination under § 240.14a-11.
12
Signature
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.
| Dated February 14, 2017 | ||||||||
| ALEX MITCHELL | SCOPUS CAPITAL, INC. | |||||||
| /s/ Daniel Fried, attorney-in-fact | By: | /s/ Daniel Fried | ||||||
| Name: | Daniel Fried | |||||||
| Title: | Attorney-in-Fact | |||||||
| SCOPUS ASSET MANAGEMENT, L.P. | SCOPUS ADVISORS, LLC | |||||||
| By: Scopus Capital, Inc., its General Partner | ||||||||
| By: | /s/ Daniel Fried | By: | /s/ Daniel Fried | |||||
| Name: | Daniel Fried | Name: | Daniel Fried | |||||
| Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |||||
| SCOPUS PARTNERS, L.P. | SCOPUS PARTNERS II, L.P. | |||||||
| By: Scopus Advisors, LLC, its General Partner | By: Scopus Advisors, LLC, its General Partner | |||||||
| By: | /s/ Daniel Fried | By: | /s/ Daniel Fried | |||||
| Name: | Daniel Fried | Name: | Daniel Fried | |||||
| Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |||||
| SCOPUS VISTA PARTNERS, L.P. | SCOPUS FUND LTD. | |||||||
| By: Scopus Advisors, LLC, its General Partner | ||||||||
| By: | /s/ Daniel Fried | By: | /s/ Daniel Fried | |||||
| Name: | Daniel Fried | Name: | Daniel Fried | |||||
| Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |||||
| SCOPUS VISTA FUND LTD. | ||||||||
| By: | /s/ Daniel Fried | |||||||
| Name: | Daniel Fried | |||||||
| Title: | Attorney-in-Fact | |||||||
13