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Filing Details

Accession Number:: 0001579252-14-000018
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-11-24 17:56:52
Reporting Period:: 2014-11-24

Filing Date:: 2014-11-24
Accepted Time:: 2014-11-24 17:56:52
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1579252	Jason Industries Inc.	JASN	Miscellaneous Manufacturing Industries (3990)	462888322

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1611799	C David Westgate	411 East Wisconsin Ave. Suite 2100 Milwaukee WI 53202	Chief Executive Officer	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2014-11-24	30,000	$7.85	30,000	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Restricted Stock Units	$0.00	312,610	312,610	Direct
Common Stock	Restricted Stock Units	$0.00	364,710	364,710	Direct
Common Stock	JPHI Holdings, Inc. common stock	$0.00	657,574	657,574	Direct

Amount	Remaning Holdings	Nature of Ownership
312,610	312,610	Direct
364,710	364,710	Direct
657,574	657,574	Direct

Footnotes

The price reported in Column 4 is a weighted average price. These shares were purchased in mulitple transactions at prices ranging from $7.84966 to $7.85. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.
The 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 Mr. Westgate has not been been terminated prior to the applicable vesting date.
Provided that Mr. Westgate 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 91,177.5 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 91,177.5 of the stock price-vesting restricted stock units shall vest (a total of 182,355 of the stock price-vesting restricted stock units);
(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 91,177.5 of the stock price-vesting restricted stock units shall vest (a total of 273,532.5 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 91,177.5 of the stock price-vesting restricted stock units shall vest (a total of 364,710 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.
Exchangeable 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., JPHI Holdings, Inc. and each of the Holders signatory thereto.