0001193125-20-267872.txt : 20201013 0001193125-20-267872.hdr.sgml : 20201013 20201013070652 ACCESSION NUMBER: 0001193125-20-267872 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20201013 DATE AS OF CHANGE: 20201013 GROUP MEMBERS: CRYSTAL C. MAGGELET SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hyliion Holdings Corp. CENTRAL INDEX KEY: 0001759631 STANDARD INDUSTRIAL CLASSIFICATION: TRUCK & BUS BODIES [3713] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90949 FILM NUMBER: 201234563 BUSINESS ADDRESS: STREET 1: 1202 BMC DRIVE, SUITE 100 CITY: CEDAR PARK STATE: TX ZIP: 78613 BUSINESS PHONE: (833) 495-4466 MAIL ADDRESS: STREET 1: 1202 BMC DRIVE, SUITE 100 CITY: CEDAR PARK STATE: TX ZIP: 78613 FORMER COMPANY: FORMER CONFORMED NAME: Tortoise Acquisition Corp. DATE OF NAME CHANGE: 20181120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FJ Management Inc. CENTRAL INDEX KEY: 0001827644 IRS NUMBER: 941663458 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 185 SOUTH STATE STREET, SUITE 1300 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: 385-775-5499 MAIL ADDRESS: STREET 1: 185 SOUTH STATE STREET, SUITE 1300 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 SC 13G 1 d22469dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule 13G

Under the Securities Exchange Act of 1934

 

 

Hyliion Holdings Corp.

(Name of Issuer)

(Common Stock, $0.0001 par value per share)

449109107

(CUSIP Number)

October 1, 2020

(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)

 

☒

Rule 13d-1(c)

 

☐

Rule 13d-l(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s 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).

 

 

 

Page 2 of 7 Pages

 

CUSIP No. 449109107

 

  (1)    

  Names of reporting persons

 

  FJ Management Inc.

  (2)  

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☐

 

  (3)  

  SEC use only

 

  (4)  

  Citizenship or place of organization

 

  Utah

Number of

shares

 beneficially 

owned by

each

reporting

person

with:

    (5)     

  Sole voting power

 

   (6)   

  Shared voting power

 

  8,328,4991

   (7)   

  Sole dispositive power

 

   (8)   

  Shared dispositive power

 

  8,328,4991

  (9)    

  Aggregate amount beneficially owned by each reporting person

 

  8,328,4991

(10)  

  Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(11)  

  Percent of class represented by amount in Row (9)

 

  5.4%2

(12)  

  Type of reporting person (see instructions)

 

  CO

 

1 

Consists of 8,328,499 shares of common stock of Hyliion, Inc. owned by FJ Management, Inc., which may be deemed to be beneficially owned by Crystal C. Maggelet. Ms. Maggelet holds directly or indirectly approximately a 96% interest in the outstanding equity securities of FJ Management Inc. and serves on its Investment Committee, as well as an officer and director. Ms. Maggelet disclaims beneficial interest in the shares of common stock of Hyliion, Inc. held by FJ Management, Inc., except to the extent of her pecuniary interest therein.

2 

Based on approximately 153,901,829 shares of the Issuer’s common stock outstanding as of October 1, 2020, as reported in the Issuer’s Form 8-K Current Report dated October 1, 2020 and filed with the SEC on October 8, 2020.

Page 3 of 7 Pages

 

CUSIP No. 449109107

 

  (1)    

  Names of reporting persons

 

  Crystal C. Maggelet

  (2)  

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☐

 

  (3)  

  SEC use only

 

  (4)  

  Citizenship or place of organization

 

  Citizen of the United States

Number of

shares

 beneficially 

owned by

each

reporting

person

with:

    (5)     

  Sole voting power

 

   (6)   

  Shared voting power

 

  8,328,4993

   (7)   

  Sole dispositive power

 

   (8)   

  Shared dispositive power

 

  8,328,4993

  (9)    

  Aggregate amount beneficially owned by each reporting person

 

  8,328,4993

(10)  

  Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(11)  

  Percent of class represented by amount in Row (9)

 

  5.4%4

(12)  

  Type of reporting person (see instructions)

 

  IN

 

3 

Consists of 8,328,499 shares of common stock of Hyliion, Inc. owned by FJ Management, Inc., which may be deemed to be beneficially owned by Crystal C. Maggelet. Ms. Maggelet holds directly or indirectly approximately a 96% interest in the outstanding equity securities of FJ Management Inc. and serves on its Investment Committee, as well as an officer and director. Ms. Maggelet disclaims beneficial interest in the shares of common stock of Hyliion, Inc. held by FJ Management, Inc., except to the extent of her pecuniary interest therein.

4 

Based on approximately 153,901,829 shares of the Issuer’s common stock outstanding as of October 1, 2020, as reported in the Issuer’s Form 8-K Current Report dated October 1, 2020 and filed with the SEC on October 8, 2020.

Page 4 of 7 Pages

 

Item 1(a) Name of issuer:

Hyliion Holdings Corp.

Item 1(b) Address of issuer’s principal executive offices:

1202 BMC Drive, Suite 100

Cedar Park, TX 78613

2(a) Name of person filing:

 

  i.

FJ Management Inc.

 

  ii.

Crystal C. Maggelet

2(b) Address or principal business office or, if none, residence:

 

  i.

185 South State Street, Suite 1300

Salt Lake City, UT 84111

 

  ii.

185 South State Street, Suite 1300

Salt Lake City, UT 84111

2(c) Citizenship:

 

  i.

FJ Management Inc. is a Utah corporation

 

  ii.

Crystal C. Maggelet is a citizen of the United States

2(d) Title of class of securities:

Common stock, $0.0001 par value per share

2(e) CUSIP No.:

449109107

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e) ☐ An investment adviser in accordance with §240.13d-1(b)(l)(ii)(E);

(f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(l)(ii)(F);

(g) ☐ A parent holding company or control person in accordance with §240.13d-1(b)(l)(ii)(G);

(h) ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) ☐ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k) ☐ Group, in accordance with §240.13d-1(b)(l)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                                               

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

     FJ
Management
Inc.		     Crystal C.
Maggelet		  

(a) Amount beneficially owned:

      8,328,499 (1)      8,328,499 (1) 

(b) Percent of class:

      5.4% (2)      5.4% (2) 

(c) Number of shares as to which such person has:

     

(i) Sole power to vote or to direct the vote:

     

(ii) Shared power to vote or to direct the vote:

      8,328,499 (l)      8,328,499 (1) 

(iii) Sole power to dispose or to direct the disposition of:

     

(iv) Shared power to dispose or to direct the disposition of:

      8,328,499 (1)      8,328,499 (l) 

 

(1)

As of the date hereof Crystal C. Maggelet holds directly or indirectly approximately a 96% interest in the outstanding equity securities of FJ Management Inc. and serves on its Investment Committee, as well as an officer and director, and may therefore be deemed to beneficially own the shares covered by this Schedule 13G.

(2)

Based on approximately 153,901,829 shares of the Issuer’s common stock outstanding as of October 1, 2020, as reported in the Issuer’s Form 8-K Current Report dated October 1, 2020 and filed with the SEC on October 8, 2020.

Page 6 of 7 Pages

 

Item 5. Ownership of 5 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 5 percent of the class of securities, check the following  ☐.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

N/A

Item 8. Identification and Classification of Members of the Group.

N/A

Item 9. Notice of Dissolution of Group.

N/A

Page 7 of 7 Pages

 

Item 10. Certifications

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.

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: October 10, 2020

 

FJ MANAGEMENT INC.
Signature:  

/s/ Richard L. Bozzelli

Name:   Richard L. Bozzelli
Title:   Chief Financial Officer & Treasurer