SEC FORM 4

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^*

Sutton Sarah C

(Last)

(First)

(Middle)

833 EAST MICHIGAN STREET

SUITE 900

(Street)

MILWAUKEE

53202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Jason Industries, Inc. [ JASN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2016		M		26,050.5	A	$0	27,716.5	D
Common Stock	06/30/2016		F		9,117	D	$3.61	18,599.5	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	06/30/2016		M			26,050.5	⁽¹⁾	⁽¹⁾	Common Stock	26,050.5	$0	26,050.5	D
Restricted Stock Units	⁽²⁾⁽³⁾							⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	60,785		60,785	D

Explanation of Responses:

1. The time-vesting restricted stock units vest in equal one-half (1/2) installments on each of the first two (2) anniversaries following June 30, 2015, provided that the reporting person has not been terminated prior to the applicable vesting date.

2. Provided 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 April 20, 2015 and June 30, 2017 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 15,196 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 15,196 of the stock price-vesting restricted stock units shall vest (a total of 30,392 of the stock price-vesting restricted stock units);

3. (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 15,196 of the stock price-vesting restricted stock units shall vest (a total of 45,588 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 15,197 of the stock price-vesting restricted stock units shall vest (a total of 60,785 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 or prior to June 30, 2017 shall be cancelled and forfeited for no consideration.

Remarks:

	/s/ James M. Reeves as attorney-in-fact	07/01/2016
	** 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.
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