SEC Form 4 · accession 0001579252-15-000063
Jason Industries, Inc. · JASN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Vincent L Martin
Director
Period of report
Jul 9, 2015
Accepted (ET)
Jul 9, 2015 · 4:47 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001579252
Table I — non-derivative securities
No Table I lines on this filing.
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 | — | Jul 9, 2015 | A | 14,707 | A | — | — | Common Stock | 14,707 | 24,334 | D |
| JPHI Holdings, Inc. common stockF3 | — | holding | — | — | — | — | — | Common Stock | 48,709 | 48,709 | I |
Explanation of responses
- F1Each restricted stock unit represents a right to receive one share of Jason Industries, Inc. common stock, the cash equivalent of one share of Jason Industries, Inc. common stock or a combination thereof if certain conditions are satisfied.
- F2The restricted stock units vest on the one (1) year anniversary of the applicable grant date, assuming continued service. The board of directors or applicable committee of the board may, in its sole discretion, provide for accelerated vesting of the restricted stock units at any time and for any reason. Subject to the board or board committee's discretion to accelerate vesting, all unvested restricted stock units shall be immediately forfeited upon the reporting person's termination of service for any reason. Additionally, all restricted stock units shall become fully vested upon the occurrence of a change of control of Jason Industries, Inc., provided that the reporting person has not been terminated prior to such change of control. Vested restricted stock units will settle in the form of shares of common stock, cash or a combination thereof on the date that is six (6) months following the date of termination of service.
- F3Exchangeable 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. These securities were included in the reporting person's beneficial ownership of restricted stock units in the Form 4 filed on July 11, 2014.