SEC Form 4 · accession 0001579252-15-000047
Jason Industries, Inc. · JASN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David C Westgate
Officer — Chief Executive Officer · Director
Period of report
Jun 30, 2015
Accepted (ET)
Jul 1, 2015 · 5:29 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001579252
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 30, 2015 | M | 104,203 | $0.00 | A | 134,203 | D | |
| Common Stock | Jun 30, 2015 | F | 36,470 | $6.81 | D | 97,733 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | Jun 30, 2015 | M | 104,203 | D | — | — | Common Stock | 104,203 | 208,407 | D |
| Restricted Stock UnitsF3,F4 | — | holding | — | — | — | — | — | Common Stock | 364,710 | 364,710 | D |
| JPHI Holdings, Inc. common stockF5 | — | holding | — | — | — | — | — | Common Stock | 657,574 | 657,574 | D |
Explanation of responses
- F1Each 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.
- F2The 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. Westgate has not been been terminated prior to the applicable vesting date.
- F3Provided that Mr. Westgate 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 91,177.5 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 91,177.5 of the stock price-vesting restricted stock units shall vest (a total of 182,355 of the stock price-vesting restricted stock units);
- F4(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 91,177.5 of the stock price-vesting restricted stock units shall vest (a total of 273,532.5 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 91,177.5 of the stock price-vesting restricted stock units shall vest (a total of 364,710 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.
- F5Exchangeable 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.