Amended Statement of Beneficial Ownership (sc 13d/a)
March 22 2017 - 5:07PM
Edgar (US Regulatory)
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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OMB
APPROVAL
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OMB
Number: 3235-0145
Expires:
February 28, 2009
Estimated
average burden
hours
per response. 2.2
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SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
JENSYN
ACQUISITION CORP.
(Name
of Issuer)
COMMON
STOCK
(Title
of Class of Securities)
476328102
(CUSIP
Number)
Jeffrey
J. Raymond, 800 West Main Street, Suite 204, Freehold, New Jersey 07728
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April
12, 2016
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties to whom copies are to be sent.
*
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).
SCHEDULE
13D/A
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CUSIP
No. 476328102
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Page
2 of 9 Pages
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1
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NAMES
OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jensyn
Capital, LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) [ ]
(b) [X]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
WC
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
N/A
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[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
0
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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[ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
CO
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SCHEDULE
13D/A
|
CUSIP
No. 476328102
|
|
Page
3 of 9 Pages
|
|
1
|
NAMES
OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey
J. Raymond
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|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(c) [ ]
(d) [X]
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|
3
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SEC
USE ONLY
|
|
4
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SOURCE
OF FUNDS (See Instructions)
PF
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|
5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
N/A
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[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE
VOTING POWER
104,398
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8
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SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
104,398
|
|
10
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SHARED
DISPOSITIVE POWER
0
|
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
104,398
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
[ ]
|
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
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|
14
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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SCHEDULE
13D/A
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CUSIP
No. 476328102
|
|
Page
4 of 9 Pages
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|
1
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NAMES
OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rebecca
Irish
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|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) [ ]
(b) [X]
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
PF
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
N/A
|
[ ]
|
|
6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
114,398
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
114,398
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,398
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
SCHEDULE
13D/A
|
CUSIP
No. 476328102
|
|
Page
5 of 9 Pages
|
|
1
|
NAMES
OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Joseph
J. Raymond
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) [ ]
(b) [X]
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
PF
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
N/A
|
[ ]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
114,398
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
114,398
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,398
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
SCHEDULE
13D/A
|
CUSIP
No. 476328102
|
|
Page
6 of 9 Pages
|
|
1
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NAMES
OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Peter Underwood
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|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) [ ]
(b) [X]
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
PF
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
N/A
|
[ ]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New Jersey
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
114,398
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
114,398
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,398
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
|
|
14
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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This
Amendment No. 1 amends the statement on Schedule 13D filed with the Securities and Exchange Commission on March 21, 2016 (the
“Original Schedule 13D”) with respect to the common stock, $.0001 par value per share (the “Common Stock”),
of Jensyn Acquisition Corp. (the “Issuer”). Capitalized terms used herein ad not otherwise defined in this Amendment
No. 1 have the meanings set forth in the Original Schedule 13D. This Amendment No. 1 amends Item 5 as set forth below and constitutes
an “exit filing” with respect to the Reporting Persons.
Item
5.
INTEREST IN SECURITIES OF THE ISSUER
(a)
Paragraphs (a)-(c) and (e) of Item 5 of the Schedule 13D are hereby amended and restated as follows:
(a)-(b)
The
responses of the Reporting Persons in Rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by
reference. As of the date hereof, Jensyn Capital, LLC owns no shares of Common Stock, Jeffrey J. Raymond owns 104,398 shares of
Common Stock representing approximately 2.0% of the outstanding Common Stock, Rebecca Irish owns 114,398 shares of Common Stock
representing approximately 2.2% of the outstanding Common Stock, Joseph Raymond owns 114,398 shares of Common Stock representing
approximately 2.2% of the outstanding Common Stock, and Peter Underwood owns 114,398 shares of Common Stock representing approximately
2.2% of the outstanding Common Stock. All percentages set forth herein are based on a total of 5,169,500 shares of Common Stock
outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016,
as filed with the Securities and Exchange Commission on November 14, 2016.
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(c)
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The
following sets forth all transactions in the Common Stock affected by each of the Reporting
Persons since the filing of the Original Schedule 13D:
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Jensyn
Capital, LLC
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Date
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No. of Shares
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Price
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4-12-16
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550,000
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(1)
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-0-
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5-13-16
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27,500
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(1)
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-0-
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12-2-16
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27,500
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(1)
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-0-
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(1)
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Represents
liquidating distribution to certain members of Jensyn Capital, LLC (none of whom is a
Reporting Person).
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Jeffrey
J. Raymond
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Date
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No. of Shares
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Price
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4-17-16
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36,562
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(1)
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-0-
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7-25-16
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17,551
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(2)
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-0-
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11-10-16
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1,000
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(3)
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-0-
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Rebecca
Irish
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Date
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No. of Shares
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Price
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4-17-16
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36,562
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(1)
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-0-
|
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7-25-16
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17,551
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(2)
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-0-
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11-10-16
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1,000
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(3)
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-0-
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Joseph
Raymond
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Date
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No. of Shares
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Price
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4-17-16
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36,563
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(1)
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-0-
|
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|
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|
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|
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7-25-16
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17,551
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(2)
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-0-
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11-10-16
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1,000
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(3)
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-0-
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Peter
Underwood
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Date
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No. of Shares
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Price
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4-17-16
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36,563
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(1)
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-0-
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7-25-16
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17,551
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(2)
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-0-
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11.10.16
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1,000
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(3)
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-0-
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(1)
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Represents
shares forfeited to Issuer as a result of non-exercise of underwriter’s over-allotment
option.
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(2)
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Represents
shares transferred to investors in private placement of Jensyn Capital, LLC and their
assignees for no additional consideration.
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(3)
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Represents
shares transferred to a director of Issuer for no consideration.
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(e)
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April
12, 2016.
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SIGNATURES
After
reasonable inquiry and to the best of his, her or its knowledge and belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
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Date:
March 22, 2017
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JENSYN
CAPITAL, LLC
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By:
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/s/
Jeffrey J. Raymond
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Name:
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Jeffrey
J. Raymond
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/s/
Jeffrey J. Raymond
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/s/
Rebecca Irish
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/s/
Joseph J. Raymond
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/s/
Peter Underwood
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