SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Jason Industries, Inc. [ JASN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/30/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/30/2015 | M | 23,156 | A | $0(1) | 33,156 | D | |||
| Common Stock | 06/30/2015 | F | 7,317 | D | $6.81 | 25,839 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | 06/30/2015 | M | 23,156 | (2) | (2) | Common Stock | 23,156 | $0(1) | 46,312 | D | ||||
| Restricted Stock Units | (3)(4) | (3)(4) | (3)(4) | Common Stock | 81,047 | 81,047 | D | ||||||||
| JPHI Holdings, Inc. common stock | (5) | (5) | (5) | Common Stock | 73,063 | 73,063 | D | ||||||||
| Explanation of Responses: |
| 1. Each restricted stock unit granted under the Jason Industries, Inc. 2014 Omnibus Incentive Plan, which qualifies under Rule 16b-3, represents a contingent right to receive one share of Jason Industries, Inc. common stock. A portion of the restricted stock units vested on June 30, 2015. |
| 2. The time-vesting restricted stock units vest in equal one-third (1/3) installments on each of the first three (3) anniversaries following June 30, 2014, provided that Mr. Cataldi has not been been terminated prior to the applicable vesting date. |
| 3. Provided that Mr. Cataldi has not been terminated prior to the applicable vesting date, the stock-price vesting restricted stock units vest in the following amounts if on any date between June 30, 2014 and the third anniversary of that date the fair market value of Jason Industries, Inc.'s common stock: (i) equals or exceeds $12.00 in any twenty (20) trading days within a thirty (30) day period, then 20,261.75 of the stock price-vesting restricted stock units shall vest; (ii) equals or exceeds $13.50 in any twenty (20) trading days within a thirty (30) day period, then an additional 20,261.75 of the stock price-vesting restricted stock units shall vest (a total of 40,523.5 of the stock price-vesting restricted stock units); |
| 4. (Continued from footnote 3) (iii) equals or exceeds $15.00 in any twenty (20) trading days within a thirty (30) trading day period, then an additional 20,261.75 of the stock price-vesting restricted stock units shall vest (a total of 60,785.25 of the stock price-vesting restricted stock units); and (iv) equals or exceeds $17.00 in any twenty (20) trading days within a thirty (30) trading day period, then an additional 20,261.75 of the stock price-vesting restricted stock units shall vest (a total of 81,047 of the stock price-vesting restricted stock units). Any portion of the stock price-vesting restricted stock units that have not become fully vested on the date immediately following the third anniversary of June 30, 2014 shall be cancelled and forfeited for no consideration. |
| 5. Exchangeable on a one-share to one-share ratio (1:1) for common stock of Jason Industries, Inc., such ratio to be adjusted upon certain events, including stock splits, dividends and other changes to or payments on Jason Industries, Inc. common stock, pursuant to the terms of that certain Investor Rights Agreement, dated as of June 30, 2014, by and among each of Quinpario Acquisition Corp. (now known as Jason Industries, Inc.), JPHI Holdings, Inc. and each of the Holders signatory thereto. |
| Remarks: |
| /s/ William P. Schultz as attorney-in-fact | 07/01/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||