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Filing Details

Accession Number:
0001104659-18-028482
Form Type:
13G Filing
Publication Date:
2018-04-30 15:59:30
Filed By:
Ascend Capital
Company:
Fenix Parts Inc. (NASDAQ:FENX)
Filing Date:
2018-04-30
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 0 0 0 0 0%
ASCEND CAPITAL LIMITED PARTNERSHIP 0 0 0 0 0 0%
Malcolm P. Fairbairn 0 0 0 0 0 0%
Filing

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

Fenix Parts, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

31446L100

(CUSIP Number)

April 23, 2018

(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 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 ("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

 


 

CUSIP No.: 31446L100

13G

 

 

 

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
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

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)
0

 

 

12.

Type of Reporting Person:
HC, IA

 

2


 

CUSIP No.: 31446L100

13G

 

 

 

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
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

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)
0

 

 

12.

Type of Reporting Person:
IA

 

3


 

CUSIP No.: 31446L100

13G

 

 

 

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
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

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)
0

 

 

12.

Type of Reporting Person:
IN, HC

 

4


 

CUSIP No.: 31446L100

13G

 

 

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) previously 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 previously 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 have been deemed to have voting and dispositive power over the Shares held in the Client Accounts.

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 §240.13d-1(b)(1)(ii)(G).

 

5


 

CUSIP No.: 31446L100

13G

 

 

Item 4.

Ownership:

 

The information in Items 1 and 5 through 11 on the cover pages of this Schedule 13G is hereby incorporated by reference.

 

The Reporting Persons do not beneficially own any shares of Common Stock.

 

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   x.

 

Item 6.

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

 

This Item 6 is not applicable.

 

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.

 

6


 

CUSIP No.: 31446L100

13G

 

 

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 April 27, 2018.

 

7


 

CUSIP No.: 31446L100

13G

 

 

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.

 

April 27, 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

 

8


 

CUSIP No.: 31446L100

13G

 

 

EXHIBIT INDEX

 

Ex.

 

 

 

Page No.

 

 

 

 

 

A

 

Joint Filing Agreement

 

10

 

9


 

CUSIP No.: 31446L100

13G

 

 

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 April 27, 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.

 

April  27, 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

 

10