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Filing Details

Accession Number:
0001104659-18-008837
Form Type:
13G Filing
Publication Date:
2018-02-13 11:49:38
Filed By:
Ascend Capital
Company:
Fenix Parts Inc. (NASDAQ:FENX)
Filing Date:
2018-02-13
SEC Url:
13G Filing
Ownership Summary

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
ASCEND CAPITAL 0 1,755,938 0 1,755,938 1,755,938 8.6 12. Type of Reporting Person HC, IA CUSIP No. 31446L100 13G Page 3 of 10 Pages 1. Names of Reporting Persons. ASCEND CAPITAL LIMITED PARTNERSHIP 2. Check the Appropriate Box if a Member of a Group (a) o (b) o 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 1,106,142 7. Sole Dispositive Power 0 8. Shared Dispositive Power 1,106,142 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,106,142 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o 11. Percent of Class Represented by Amount in Row (9) 5.4 12. Type of Reporting Person IA CUSIP No. 31446L100 13G Page 4 of 10 Pages 1. Names of Reporting Persons. Malcolm P. Fairbairn 2. Check the Appropriate Box if a Member of a Group (a) o (b) o 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 1,803,163 7. Sole Dispositive Power 0 8. Shared Dispositive Power 1,803,163 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,803,163 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o 11. Percent of Class Represented by Amount in Row (9) 8.8 12. Type of Reporting Person IN, HC CUSIP No. 31446L100 13G Page 5 of 10 Pages Item 1(a). Name of Issuer Fenix Parts, Inc.. (the 147 Issuer 148 ). Item 1(b). Address of Issuer 146 s Principal Executive Offices One Westbrook Corporate Center, Suite 920, Westchester, Illinois 60154 Item 2(a). Name of Person Filing This Statement is filed on behalf of each of the following persons (collectively, the 147 Reporting Persons 148 ) i) Ascend Capital, LLC ( 147 AC LLC 148 ) ii) Ascend Capital Limited Partnership ( 147 ACLP 148 ) and iii) Malcolm P. Fairbairn ( 147 Mr. Fairbairn 148 ). This statement relates to Shares (as defined herein) held in client accounts to which AC LLC or ACLP serves as investment adviser and or general partner (the 147 Client Accounts 148 ) and certain additional Shares held in accounts with respect to which Mr. Fairbairn is a beneficial owner . AC LLC is the general partner of ACLP. Mr. Fairbairn is the managing member of AC LLC. In such capacities, AC LLC, ACLP and Mr. Fairbairn may be deemed to have voting and dispositive power over the Shares held in the Client Accounts. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his, her or its pecuniary interest therein. Item 2(b). Address of Principal Business Office or, if none, Residence The address of the principal business office of each of AC LLC, ACLP and Mr. Fairbairn is 4 Orinda Way, Suite 200-C Orinda, CA 94563. Item 2(c). Citizenship i) AC LLC is a Delaware limited liability company ii) ACLP is a Delaware limited partnership and iii) Mr. Fairbairn is a citizen of the United States of America. Item 2(d). Title of Class of Securities Common stock, 0.001 par value (the 147 Shares 148 ) Item 2(e). CUSIP Number 31446L100 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 (e) x An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E) (g) x A parent holding company or control person in accordance with 240.13d 150 1(b)(1)(ii)(G). CUSIP No. 31446L100 13G Page 6 of 10 Pages Item 4. Ownership Item 4(a) Amount beneficially owned As of February 13, 2018, AC LLC may have been deemed the beneficial owner of 1,755,938 Shares. As of February 13, 2018, ACLP may have been deemed the beneficial owner of 1,106,142 Shares. As of February 13, 2018, Mr. Fairbairn may have been deemed the beneficial owner of 1,803,163 Shares. Such Shares are held in Client Accounts, including without limitation, those owned by private fund clients. Item 4(b) Percent of class As of February 13, 2018, AC LLC may have been deemed the beneficial owner of approximately 8.6%
ASCEND CAPITAL LIMITED PARTNERSHIP 0 1,106,142 0 1,106,142 1,106,142
Malcolm P. Fairbairn 0 1,803,163 0 1,803,163 1,803,163
Filing

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

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

 

Fenix Parts, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

31446L100

(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 is filed:

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

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).

 

Continued on following pages

Page 1 of 10 Pages

Exhibit Index: Page 9

 


 

CUSIP No.:  31446L100

13G

Page 2 of 10 Pages

 

 

1.

Names of Reporting Persons.
ASCEND CAPITAL, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

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
1,755,938

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,755,938

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,755,938

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.6

 

 

12.

Type of Reporting Person:

HC, IA

 


 

CUSIP No.:  31446L100

13G

Page 3 of 10 Pages

 

 

1.

Names of Reporting Persons.
ASCEND CAPITAL LIMITED PARTNERSHIP

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

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
1,106,142

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,106,142

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,106,142

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.4

 

 

12.

Type of Reporting Person:
IA

 

 

CUSIP No.:  31446L100

13G

Page 4 of 10 Pages

 

 

1.

Names of Reporting Persons.
Malcolm P. Fairbairn

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

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
1,803,163

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,803,163

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,803,163

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.8

 

 

12.

Type of Reporting Person:
IN, HC

 


 

CUSIP No.:  31446L100

13G

Page 5 of 10 Pages

 

Item 1(a).

Name of Issuer:
Fenix Parts, Inc.. (the Issuer).

Item 1(b).

Address of Issuers Principal Executive Offices:
One Westbrook Corporate Center, Suite 920, Westchester, Illinois 60154

 

Item 2(a).

Name of Person Filing:

 

This Statement is filed on behalf of each of the following persons (collectively, the Reporting Persons):

 

i)                                         Ascend Capital, LLC (AC LLC);

 

ii)                                      Ascend Capital Limited Partnership (ACLP); and

 

iii)                                   Malcolm P. Fairbairn (Mr. Fairbairn).

 

This statement relates to Shares (as defined herein) held in client accounts to which AC LLC or ACLP serves as investment adviser and/or general partner (the Client Accounts) and certain additional Shares held in accounts with respect to which Mr. Fairbairn is a beneficial owner .  AC LLC is the general partner of ACLP.  Mr. Fairbairn is the managing member of AC LLC.  In such capacities, AC LLC, ACLP and Mr. Fairbairn may be deemed to have voting and dispositive power over the Shares held in the Client Accounts.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his, her or its pecuniary interest therein.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

 

The address of the principal business office of each of AC LLC, ACLP and Mr. Fairbairn is 4 Orinda Way, Suite 200-C Orinda, CA 94563.

Item 2(c).

Citizenship:

 

i)                                         AC LLC is a Delaware limited liability company;

 

ii)                                      ACLP is a Delaware limited partnership; and

 

iii)                                   Mr. Fairbairn is a citizen of the United States of America.

Item 2(d).

Title of Class of Securities:

Common stock, $0.001 par value (the Shares)

Item 2(e).

CUSIP Number:

31446L100

 

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:

 

(e)

x

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(g)

x

A parent holding company or control person in accordance with §240.13d1(b)(1)(ii)(G).

 


 

CUSIP No.:  31446L100

13G

Page 6 of 10 Pages

 

Item 4.

Ownership:

Item 4(a)

Amount beneficially owned:

 

As of February 13, 2018,  AC LLC may have been deemed the beneficial owner of 1,755,938 Shares.  As of  February 13, 2018, ACLP may have been deemed the beneficial owner of 1,106,142 Shares.  As of February 13, 2018, Mr. Fairbairn may have been deemed the beneficial owner of 1,803,163 Shares.  Such Shares are held in Client Accounts, including without limitation, those owned by private fund clients.

Item 4(b)

Percent of class:

 

As of February 13, 2018,  AC LLC may have been deemed the beneficial owner of approximately 8.6% of Shares outstanding.  As of February 13, 2018, ACLP may have been deemed the beneficial owner of approximately 5.4% of Shares outstanding.  As of February 13, 2018, Mr. Fairbairn may have been deemed the beneficial owner of approximately 8.8% of Shares outstanding.  (There are approximately 20,464,244 Shares outstanding, according to the Issuers Form 10Q filed October 31, 2017.)

Item 4(c)

Number of shares of which such person has:

 

 

 

AC LLC:

 

 

 

(i)

Sole power to vote or direct the vote:

0

 

(ii)

Shared power to vote or direct the vote:

1,755,938

 

(iii)

Sole power to dispose or direct the disposition of:

0

 

(iv)

Shared power to dispose or direct the disposition of:

1,755,938

 

 

 

ACLP:

 

 

 

(i)

Sole power to vote or direct the vote:

0

 

(ii)

Shared power to vote or direct the vote:

1,106,142

 

(iii)

Sole power to dispose or direct the disposition of:

0

 

(iv)

Shared power to dispose or direct the disposition of:

1,106,142

 

 

 

Mr. Fairbairn:

 

 

 

(i)

Sole power to vote or direct the vote:

0

 

(ii)

Shared power to vote or direct the vote:

1,803,163

 

(iii)

Sole power to dispose or direct the disposition of:

0

 

(iv)

Shared power to dispose or direct the disposition of:

1,803,163

 

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 each of the Reporting Persons has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

AC LLC or ACLP serves as the investment adviser and/or general partner to each of the Client Accounts, each of which has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.  No Client Account holds more than 5% of the Shares outstanding.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

See disclosure in Item 2 hereof.

 

Item 8.

Identification and Classification of Members of the Group:

This Item 8 is not applicable.

 

Item 9.

Notice of Dissolution of Group:

This Item 9 is not applicable.

 


 

CUSIP No.:  31446L100

13G

Page 7 of 10 Pages

 

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, other than activities solely in connection with a nomination under Sec. 240.14a-11.

 

Exhibits.

 

Exhibit A               Joint Filing Agreement by and between the Reporting Persons dated February 13, 2018

 


 

CUSIP No.:  31446L100

13G

Page 8 of 10 Pages

 

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.

 

February 13, 2018

 

 

ASCEND CAPITAL, LLC

 

 

 

 

 

By:

/s/Benjamin D. Slavet

 

Name:

Benjamin D. Slavet

 

Title:

Chief Operating Officer & Chief Financial Officer

 

 

 

 

 

ASCEND CAPITAL LIMITED PARTNERSHIP

 

 

 

By: ASCEND CAPITAL, LLC, its general partner

 

 

 

 

 

 

 

By:

/s/Benjamin D. Slavet

 

Name:

Benjamin D. Slavet

 

Title:

Chief Operating Officer & Chief Financial Officer

 

 

 

 

 

 

 

MALCOLM FAIRBAIRN

 

 

 

/s/Malcolm Fairbairn

 


 

CUSIP No.:  31446L100

13G

Page 9 of 10 Pages

 

EXHIBIT INDEX

 

Ex.

 

 

 

Page No.

 

 

 

 

 

A

 

Joint Filing Agreement

 

10

 


 

CUSIP No.:  31446L100

13G

Page 10 of 10 Pages

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock of Fenix Parts, Inc., dated as of February 13, 2018, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

February 13, 2018

 

 

 

ASCEND CAPITAL, LLC

 

 

 

 

 

By:

/s/Benjamin D. Slavet

 

Name:

Benjamin D. Slavet

 

Title:

Chief Operating Officer & Chief Financial Officer

 

 

 

 

 

 

 

ASCEND CAPITAL LIMITED PARTNERSHIP

 

 

 

By: ASCEND CAPITAL, LLC, its general partner

 

 

 

 

 

 

 

By:

/s/Benjamin D. Slavet

 

Name:

Benjamin D. Slavet

 

Title:

Chief Operating Officer & Chief Financial Officer

 

 

 

 

 

 

 

MALCOLM FAIRBAIRN

 

 

 

/s/Malcolm Fairbairn