SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
JASON INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
471172106
(CUSIP Number)
June 30, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons 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).
CUSIP No. 471172106 |
1. | Names of reporting persons
Alex Mitchell | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
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
2,922,702 | |||||
7. | Sole dispositive power
0 | |||||
8. | Shared dispositive power
2,922,702 | |||||
9. |
Aggregate amount beneficially owned by each reporting person
2,922,702 | |||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11. | Percent of class represented by amount in Row (9)
12.3% | |||||
12. | Type of reporting person (see instructions)
IN |
2
CUSIP No. 471172106 |
1. | Names of reporting persons
Scopus Capital, Inc. | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
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
2,922,702 | |||||
7. | Sole dispositive power
0 | |||||
8. | Shared dispositive power
2,922,702 | |||||
9. |
Aggregate amount beneficially owned by each reporting person
2,922,702 | |||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11. | Percent of class represented by amount in Row (9)
12.3% | |||||
12. | Type of reporting person (see instructions)
CO |
3
CUSIP No. 471172106 |
1. | Names of reporting persons
Scopus Asset Management, L.P. | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
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
2,922,702 | |||||
7. | Sole dispositive power
0 | |||||
8. | Shared dispositive power
2,922,702 | |||||
9. |
Aggregate amount beneficially owned by each reporting person
2,922,702 | |||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11. | Percent of class represented by amount in Row (9)
12.3% | |||||
12. | Type of reporting person (see instructions)
IA |
4
CUSIP No. 471172106 |
1. | Names of reporting persons
Scopus Advisors, LLC | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
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
1,785,708 | |||||
7. | Sole dispositive power
0 | |||||
8. | Shared dispositive power
1,785,708 | |||||
9. |
Aggregate amount beneficially owned by each reporting person
1,785,708 | |||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11. | Percent of class represented by amount in Row (9)
7.8% | |||||
12. | Type of reporting person (see instructions)
OO |
5
CUSIP No. 471172106 |
1. | Names of reporting persons
Scopus Partners, L.P. | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
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
278,726 | |||||
7. | Sole dispositive power
0 | |||||
8. | Shared dispositive power
278,726 | |||||
9. |
Aggregate amount beneficially owned by each reporting person
278,726 | |||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11. | Percent of class represented by amount in Row (9)
1.3% | |||||
12. | Type of reporting person (see instructions)
PN |
6
CUSIP No. 471172106 |
1. | Names of reporting persons
Scopus Partners II, L.P. | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
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
1,257,678 | |||||
7. | Sole dispositive power
0 | |||||
8. | Shared dispositive power
1,257,678 | |||||
9. |
Aggregate amount beneficially owned by each reporting person
1,257,678 | |||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11. | Percent of class represented by amount in Row (9)
5.5% | |||||
12. | Type of reporting person (see instructions)
PN |
7
CUSIP No. 471172106 |
1. | Names of reporting persons
Scopus Vista Partners, L.P. | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
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
249,304 | |||||
7. | Sole dispositive power
0 | |||||
8. | Shared dispositive power
249,304 | |||||
9. |
Aggregate amount beneficially owned by each reporting person
249,304 | |||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11. | Percent of class represented by amount in Row (9)
1.1% | |||||
12. | Type of reporting person (see instructions)
PN |
8
CUSIP No. 471172106 |
1. | Names of reporting persons
Scopus Fund Ltd. | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Citizenship or place of organization
British Virgin Islands | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
6. | Shared voting power
1,068,361 | |||||
7. | Sole dispositive power
0 | |||||
8. | Shared dispositive power
1,068,361 | |||||
9. |
Aggregate amount beneficially owned by each reporting person
1,068,361 | |||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11. | Percent of class represented by amount in Row (9)
4.7% | |||||
12. | Type of reporting person (see instructions)
CO |
9
CUSIP No. 471172106 |
1. | Names of reporting persons
Scopus Vista Fund Ltd. | |||||
2. | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Citizenship or place of organization
British Virgin Islands | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
6. | Shared voting power
68,633 | |||||
7. | Sole dispositive power
0 | |||||
8. | Shared dispositive power
68,633 | |||||
9. |
Aggregate amount beneficially owned by each reporting person
68,633 | |||||
10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11. | Percent of class represented by amount in Row (9)
0.3% | |||||
12. | Type of reporting person (see instructions)
CO |
10
Item 1. |
(a) | Name of Issuer: |
Jason Industries, Inc. (the Issuer)
(b) | Address of Issuers Principal Executive Offices: |
411 East Wisconsin Avenue
Suite 2100
Milwaukee, Wisconsin 53202
Item 2. |
(a) | Name of Person Filing: |
This statement is filed by Mr. Alex Mitchell; Scopus Capital, Inc. (SCI); Scopus Asset Management, L.P. (SAMLP); Scopus Advisors, LLC (SALLC); Scopus Partners, L.P. (SPLP); Scopus Partners II, L.P. (SPIILP); Scopus Vista Partners, L.P. (SVPLP); Scopus Fund Ltd. (SFL); and Scopus Vista Fund Ltd. (SVFL, and together with Mr. Mitchell, SCI, SAMLP, SALLC, SPLP, SPIILP, SVPLP and SFL, the Reporting Persons).
Attached as Exhibit 99.1 hereto, which is incorporated by reference herein, is an agreement among the Reporting Persons that this Schedule 13G is filed on behalf of each of them.
(b) | Address of Principal Business Office or, if none, Residence: |
For each Reporting Person:
623 Fifth Avenue, 31st Floor
New York, New York 10022
(c) | Citizenship: |
For each Reporting Person other than Mr. Mitchell, SFL and SVFL, Delaware.
For Mr. Mitchell, United States of America
For SFL and SVFL, British Virgin Islands.
(d) | Title of Class of Securities: |
Common Stock, $0.0001 par value per share (Common Stock)
(e) | CUSIP Number: |
471172106
Item 3. | If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
Item 4. | Ownership |
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Statement.
The percent of class represented by the amount beneficially owned by each Reporting Person is based on 21,990,666 shares of Common Stock outstanding as of August 11, 2014, as indicated by the Issuers Form 10-Q filed with the Securities and Exchange Commission on August 11, 2014.
11
The beneficial ownership of SPLP consists of 119,421 shares of Common Stock directly held and 159,305 shares of Common Stock underlying warrants exercisable within 60 days of the filing date of this Statement. The beneficial ownership of SPIILP consists of 537,353 shares of Common Stock directly held and 720,325 shares of Common Stock underlying warrants exercisable within 60 days of the filing date of this Statement. The beneficial ownership of SVPLP consists of 87,840 shares of Common Stock directly held and 161,464 shares of Common Stock underlying warrants exercisable within 60 days of the filing date of this Statement. The beneficial ownership of SFL consists of 455,920 shares of Common Stock directly held and 612,441 shares of Common Stock underlying warrants exercisable within 60 days of the filing date of this Statement. The beneficial ownership of SVFL consists of 26,266 shares of Common Stock directly held and 42,367 shares of Common Stock underlying warrants exercisable within 60 days of the filing date of this Statement.
SALLC is the general partner of each of SPLP, SPIILP and SVPLP and is deemed to have beneficial ownership of the Common Stock beneficially owned by each such entity. SAMLP is the investment advisor to each of SPLP, SPIILP, SVPLP, SFL and SVFL and is deemed to have beneficial ownership of the Common Stock beneficially owned by each such entity. SCI is the general partner of SAMLP and is deemed to have beneficial ownership of the Common Stock beneficially owned by SAMLP. Mr. Mitchell holds 100% of the ownership interest in each of SALLC and SCI and is deemed to have beneficial ownership of the Common Stock beneficially owned by each such entity.
The beneficial ownership amounts disclosed above is as of the filing date of this Statement. The beneficial ownership amounts as of June 30, 2014, the date that required the filing of this Statement, is as follows:
| Mr. Mitchell, SCI and SAMLP: 2,926,102 shares of Common Stock, consisting of 1,230,200 shares of Common Stock directly held and 1,695,902 shares of Common Stock underlying warrants exercisable within 60 days of June 30, 2014. Such amount represented 12.4% of the outstanding shares of Common Stock on June 30, 2014. |
| SALLC: 1,787,771 shares of Common Stock, consisting of 746,677 shares of Common Stock directly held and 1,041,094 shares of Common Stock underlying warrants exercisable within 60 days of June 30, 2014. Such amount represented 7.8% of the outstanding shares of Common Stock on June 30, 2014. |
| SPLP: 279,104 shares of Common Stock, consisting of 119,799 shares of Common Stock directly held and 159,305 shares of Common Stock underlying warrants exercisable within 60 days of June 30, 2014. Such amount represented 1.3% of the outstanding shares of Common Stock on June 30, 2014. |
| SPIILP: 1,259,361 shares of Common Stock, consisting of 539,036 shares of Common Stock directly held and 720,325 shares of Common Stock underlying warrants exercisable within 60 days of June 30, 2014. Such amount represented 5.5% of the outstanding shares of Common Stock on June 30, 2014. |
| SVPLP: 249,306 shares of Common Stock, consisting of 87,842 shares of Common Stock directly held and 161,464 shares of Common Stock underlying warrants exercisable within 60 days of June 30, 2014. Such amount represented 1.1% of the outstanding shares of Common Stock on June 30, 2014. |
| SFL: 1,069,696 shares of Common Stock, consisting of 457,255 shares of Common Stock directly held and 612,441 shares of Common Stock underlying warrants exercisable within 60 days of June 30, 2014. Such amount represented 4.7% of the outstanding shares of Common Stock on June 30, 2014. |
| SVFL: 68,635 shares of Common Stock, consisting of 26,268 shares of Common Stock directly held and 42,367 shares of Common Stock underlying warrants exercisable within 60 days of June 30, 2014. Such amount represented 0.3% of the outstanding shares of Common Stock on June 30, 2014. |
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 the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
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 |
Not applicable.
12
Item 8. | Identification and Classification of Members of the Group |
Not applicable.
Item 9. | Notice of Dissolution of Group |
Not applicable.
Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 § 240.14a-11.
13
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.
Dated September 25, 2014
ALEX MITCHELL | SCOPUS CAPITAL, INC. | |||||||
/s/ Daniel Aharon, attorney-in-fact |
By: | /s/ Daniel Aharon | ||||||
Name: | Daniel Aharon | |||||||
Title: | Attorney-in-Fact | |||||||
SCOPUS ASSET MANAGEMENT, L.P. | SCOPUS ADVISORS, LLC | |||||||
By: | Scopus Capital, Inc., its General Partner | |||||||
By: | /s/ Daniel Aharon |
By: | /s/ Daniel Aharon | |||||
Name: | Daniel Aharon | Name: | Daniel Aharon | |||||
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |||||
SCOPUS PARTNERS, L.P. | SCOPUS PARTNERS II, L.P. | |||||||
By: | Scopus Advisors, LLC, its General Partner | By: | Scopus Advisors, LLC, its General Partner | |||||
By: | /s/ Daniel Aharon |
By: | /s/ Daniel Aharon | |||||
Name: | Daniel Aharon | Name: | Daniel Aharon | |||||
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |||||
SCOPUS VISTA PARTNERS, L.P. | SCOPUS FUND LTD. | |||||||
By: | Scopus Advisors, LLC, its General Partner | |||||||
By: | /s/ Daniel Aharon |
By: | /s/ Daniel Aharon | |||||
Name: | Daniel Aharon | Name: | Daniel Aharon | |||||
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |||||
SCOPUS VISTA FUND LTD. | ||||||||
By: | /s/ Daniel Aharon |
|||||||
Name: | Daniel Aharon | |||||||
Title: | Attorney-in-Fact |
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. Nothing herein shall be deemed to be an admission that the parties hereto, or any of them, are members of a group (within the meaning of Section 13(d) of the Act and the rules promulgated thereunder) with respect to any securities of Jason Industries, Inc.
Dated September 25, 2014
ALEX MITCHELL | SCOPUS CAPITAL, INC. | |||||||
/s/ Daniel Aharon, attorney-in-fact |
By: | /s/ Daniel Aharon | ||||||
Name: | Daniel Aharon | |||||||
Title: | Attorney-in-Fact | |||||||
SCOPUS ASSET MANAGEMENT, L.P. | SCOPUS ADVISORS, LLC | |||||||
By: | Scopus Capital, Inc., its General Partner | |||||||
By: | /s/ Daniel Aharon |
By: | /s/ Daniel Aharon | |||||
Name: | Daniel Aharon | Name: | Daniel Aharon | |||||
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |||||
SCOPUS PARTNERS, L.P. | SCOPUS PARTNERS II, L.P. | |||||||
By: | Scopus Advisors, LLC, its General Partner | By: | Scopus Advisors, LLC, its General Partner | |||||
By: | /s/ Daniel Aharon |
By: | /s/ Daniel Aharon | |||||
Name: | Daniel Aharon | Name: | Daniel Aharon | |||||
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |||||
SCOPUS VISTA PARTNERS, L.P. | SCOPUS FUND LTD. | |||||||
By: | Scopus Advisors, LLC, its General Partner | |||||||
By: | /s/ Daniel Aharon |
By: | /s/ Daniel Aharon | |||||
Name: | Daniel Aharon | Name: | Daniel Aharon | |||||
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |||||
SCOPUS VISTA FUND LTD. | ||||||||
By: | /s/ Daniel Aharon |
|||||||
Name: | Daniel Aharon | |||||||
Title: | Attorney-in-Fact |
Exhibit 99.2
LIMITED POWER OF ATTORNEY FOR
SECTION 13(d) REPORTING PURPOSES
Know all by these presents, that the undersigned hereby makes, constitutes and appoints Daniel Fried and Daniel Aharon, acting individually, as the undersigneds true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(1) execute for, and on behalf of, the undersigned, in the undersigneds capacity as a greater than 5% beneficial owner of Jason Industries, Inc. (the Company), Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (the Exchange Act);
(2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, and any amendments or joint filing agreements thereto, and timely file such Schedule 13D or Schedule 13G or reports with the United States Securities and Exchange Commission; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts sole discretion.
The undersigned hereby gives and grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.
The undersigned hereby acknowledges that (a) the foregoing attorney-in-fact is serving in such capacity at the request of the undersigned; (b) this Limited Power of Attorney authorizes, but does not require, such attorney-in-fact to act in his discretion on information provided to such attorney-in-fact without independent verification of such information; (c) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact, in his or her sole discretion, deems necessary or advisable; (d) neither the Company nor any attorney-in-fact assumes (i) any liability for the undersigneds responsibility to comply with the requirements of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements; and (e) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigneds obligations under the Exchange Act, including, without limitation, the reporting requirements under Section 13(d) of the Exchange Act.
This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G with respect to the undersigneds holdings of securities issued by the Company, unless earlier revoked as to the attorney-in-fact by the undersigned in a signed writing delivered to such attorney-in-fact.
Exhibit 99.2
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25th day of September, 2014.
ALEX MITCHELL | SCOPUS CAPITAL, INC. | |||||||
/s/ Alex Mitchell |
By: | /s/ Alex Mitchell | ||||||
Name: | Alex Mitchell | |||||||
Title: | Sole Shareholder | |||||||
SCOPUS ASSET MANAGEMENT, L.P. | SCOPUS ADVISORS, LLC | |||||||
By: | Scopus Capital, Inc., its General Partner | |||||||
By: | /s/ Alex Mitchell |
By: | /s/ Alex Mitchell | |||||
Name: | Alex Mitchell | Name: | Alex Mitchell | |||||
Title: | Sole Shareholder | Title: | Sole Member | |||||
SCOPUS PARTNERS, L.P. | SCOPUS PARTNERS II, L.P. | |||||||
By: | Scopus Advisors, LLC, its General Partner | By: | Scopus Advisors, LLC, its General Partner | |||||
By: | /s/ Alex Mitchell |
By: | /s/ Alex Mitchell | |||||
Name: | Alex Mitchell | Name: | Alex Mitchell | |||||
Title: | Sole Member | Title: | Sole Member | |||||
SCOPUS VISTA PARTNERS, L.P. | SCOPUS FUND LTD. | |||||||
By: | Scopus Advisors, LLC, its General Partner | |||||||
By: | /s/ Alex Mitchell |
By: | /s/ Alex Mitchell | |||||
Name: | Alex Mitchell | Name: | Alex Mitchell | |||||
Title: | Sole Member | Title: | Director | |||||
SCOPUS VISTA FUND LTD. | ||||||||
By: | /s/ Alex Mitchell |
|||||||
Name: | Alex Mitchell | |||||||
Title: | Director |