SEC Form 4 · accession 0001579252-17-000009
Jason Industries, Inc. · JASN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John J Hengel
Officer — VP Finance, Treas & Asst Sec
Period of report
Feb 21, 2017
Accepted (ET)
Feb 23, 2017 · 4:29 pm EST
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 Stock | Feb 21, 2017 | M | 29,225 | $0.00 | A | 36,822 | D | |
| Common Stock | holding | — | — | — | 5,700 | I | By IRA |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| JPHI Holdings, Inc. common stockF4 | — | Feb 21, 2017 | M | 29,225 | D | — | — | Common Stock | 29,225 | 0 | D |
| Restricted Stock UnitsF1 | — | holding | — | — | — | — | — | Common Stock | 5,789 | 5,789 | D |
| Restricted Stock UnitsF2,F3 | — | holding | — | — | — | — | — | Common Stock | 20,262 | 20,262 | D |
Explanation of responses
- F1The 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 the reporting person has not been terminated prior to the applicable vesting date.
- F2Provided that the reporting person 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 5,065.5 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 5,065.5 of the stock price-vesting restricted stock units shall vest (a total of 10,131 of the stock price-vesting restricted stock units);
- F3(Continued from footnote 2) (iii) equals or exceeds $15.00 in any twenty (20) trading days within a thirty (30) trading day period, then an additional 5,065.5 of the stock price-vesting restricted stock units shall vest (a total of 15,196.5 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 5,065.5 of the stock price-vesting restricted stock units shall vest (a total of 20,262 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.
- F4Exchangeable 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.