Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Juniper Industrial Holdings, Inc.
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.0001
(Title of Class of Securities)
48205G 106
(CUSIP Number)
December 31, 2019
(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-1(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 disclosures provided in a prior cover page. |
The information required on 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).
| 1 | NAMES OF REPORTING PERSON
Juniper Industrial Sponsor, LLC | |||||
| 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
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
8,555,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
8,555,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,555,000 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.8% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
2
| 1 | NAMES OF REPORTING PERSONS
Roger Fradin | |||||
| 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
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
8,555,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
8,555,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,555,000 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.8% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
3
| 1 | NAMES OF REPORTING PERSONS
Brian Cook | |||||
| 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
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
8,555,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
8,555,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,555,000 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.8% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
4
Item 1(a) Name of Issuer
Juniper Industrial Holdings, Inc. (the “Issuer”)
Item 1(b) Address of the Issuer’s Principal Executive Offices
14 Fairmount Avenue, Chatham, New Jersey 07928
Item 2(a) Names of Persons Filing
This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
| 1. | Juniper Industrial Sponsor, LLC (the “Sponsor”) |
| 2. | Roger Fradin |
| 3. | Brian Cook |
Item 2(b) Address of the Principal Business Office, or if none, Residence
14 Fairmount Avenue, Chatham
New Jersey 07928
Item 2(c) Citizenship
See responses to Item 4 on each of the cover pages.
Item 2(d) Title of Class of Securities
Class A Common Stock, $0.0001 par value per share.
Item 2(e) CUSIP Number
48205G 106
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
| ☐ | (a) Broker or Dealer registered under Section 15 of the Exchange Act. |
| ☐ | (b) Bank as defined in Section 3(a)(b) or the Exchange Act. |
| ☐ | (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
| ☐ | (d) Investment company registered under Section 8 of the Investment Company Act. |
| ☐ | (e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e). |
| ☐ | (f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f). |
| ☐ | (g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g). |
| ☐ | (h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| ☐ | (i) A Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. |
| ☐ | (j) A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
| ☐ | (k) Group, in accordance with Rule 13d-1(b)(1)(ii)(j). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
5
Item 4 Ownership
The responses to Items 5-11 of each of the cover pages of this Schedule 13G are incorporated herein by reference.
As of December 31, 2019, the Reporting Persons may be deemed to beneficially own 8,555,000 shares of the Class B Common Stock of the Issuer, representing 19.8% of the Issuer’s outstanding shares of Class A Common Stock and Class B Common Stock. The shares of Class B Common Stock are automatically convertible into the Class A Common Stock of the Issuer at the time of the Issuer’s initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-234264).
The Sponsor is the record holder of such shares. Roger Fradin and Brian Cook have voting and investment discretion with respect to the Issuer’s securities held of record by the Sponsor and may be deemed to have shared beneficial ownership of the shares of Class B Common Stock directly held by the Sponsor.
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 Persons have ceased to be the beneficial owners 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
Item 8 Identification and Classification of Members of the Group
Not Applicable
Item 9 Notice of Dissolution of Group
Not Applicable
Item 10 Certification
Not Applicable
6
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.
| Date: February 12, 2020 | JUNIPER INDUSTRIAL SPONSOR, LLC | |||||
| By: | /s/ Roger Fradin | |||||
| Name: | Roger Fradin | |||||
| Title: | Managing Member | |||||
| ROGER FRADIN | ||||||
| /s/ Roger Fradin | ||||||
| BRIAN COOK | ||||||
| /s/ Brian Cook | ||||||
Exhibit Index
| Exhibit No. |
Description | |
| Exhibit 1 | Joint Filing Agreement, dated as of February 12, 2020, by and among Juniper Industrial Sponsor, LLC, Roger Fradin and Brian Cook. | |