Amended Statement of Beneficial Ownership (sc 13d/a)
February 13 2017 - 1:38PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Rule
13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE
13d-1(a)
AND AMENDMENTS THERETO FILED
PURSUANT TO RULE
13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Encision Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
29254Q104
(CUSIP Number)
Timothy
J. Wynne
1625 South Tacoma Way
Tacoma, WA 98409
253-709-2984
With a Copy to:
David E. Myre, Jr.
Hillis Clark Martin & Peterson P.S.
999 Third Ave., Suite 4600
Seattle, WA 98104
206-623-1745
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 9, 2017
(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 Rule
13d-1(e),
13d-1(f)
or
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 Rule
13d-7
for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
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CUSIP No. 29254Q104
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SCHEDULE 13D
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Page
2
of 5
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1
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NAME OF
REPORTING PERSON
Timothy J. Wynne
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☒ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
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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
581,142
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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
581,142
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
581,142
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
5.4%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 29254Q104
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13D
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Page
3
of 5
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1
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NAME OF
REPORTING PERSON
Brett M. Telford
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☒ (b) ☐
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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)
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
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6
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CITIZENSHIP OR PLACE OR
ORGANIZATION
Australia
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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
581,142
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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
581,142
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
581,142
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11
5.4%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 29254Q104
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SCHEDULE 13D
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Page
4
of 5
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This Amendment No. 2 (this
Amendment No.
2
) amends and supplements
the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission on December 27, 2016 by Timothy J. Wynne and Brett M. Telford, as amended by that Amendment No. 1 filed with the Securities
and Exchange Commission on January 19, 2017 by Timothy J. Wynne and Brett M. Telford, with regards to the Common Stock of Encision Inc. (as amended, the
Statement
). Capitalized terms used but not defined in this Amendment
No. 2 shall have the meanings given to them in the Statement.
ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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Item 3 of the Statement is hereby amended and
supplemented by adding the following:
On January 27, 2017, Tim Wynne purchased an additional 100 shares of Common Stock directly using personal
funds.
ITEM 4.
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PURPOSE OF TRANSACTION
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Item 4 of the Statement is hereby amended and supplemented by adding the
following:
In order to facilitate discussions regarding the Proposed Transaction, the Company delivered a Confidential
Non-Disclosure
Agreement signed by the Company and dated February 8, 2017 to the Reporting Persons (the
NDA
). On February 9, 2017, the Reporting Persons countersigned the NDA and
returned it via email to the Company.
A copy of the NDA is filed as Exhibit 99.4 to this Amendment No. 2 and incorporated herein by this reference.
ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Item 5 of the Statement is hereby amended and replaced in its
entirety with the following:
(a) , (b) Based upon the Issuers quarterly report on Form
10-Q
for the
quarterly period ended September 30, 2016, there were 10,673,225 shares of the Common Stock outstanding as of October 31, 2016.
Based on the
foregoing, the 581,142 shares of the Common Stock (the
Subject Shares
) beneficially owned by the group represent approximately 5.44% of the shares of the Common Stock issued and outstanding.
Tim Wynne and Brett Telford have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject
Shares.
As of the date hereof, none of the Reporting Persons own any shares of the Common Stock other than the Subject Shares covered in this Statement.
(c) Exhibit 99.2, which is incorporated by reference into this Item 5(c) as if restated in full, describes all of the transactions in shares of
Common Stock, swaps and options, if any, that were effected in the past sixty days by the Reporting Persons for the benefit of the Reporting Persons. Except as set forth in Exhibit 99.2 attached hereto, within the last 60 days, no reportable
transactions were effected by any Reporting Person.
(d) No other person is known to the Reporting Persons to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Common Stock covered by this Schedule 13D.
(e) Not applicable.
ITEM 7.
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MATERIAL TO BE FILED AS AN EXHIBIT
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Exhibit 99.2, Trading Data, is amended and replaced in its entirety
with Exhibit 99.2 attached hereto and incorporated herein by this reference
Item 7 is further amended and supplemented by adding the following exhibit:
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Exhibit 99.4
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Confidential
Non-Disclosure
Agreement, signed by the Company February 8, 2017 and by the Reporting Persons February 9, 2017.
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CUSIP No. 29254Q104
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SCHEDULE 13D
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Page
5
of 5
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SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certify that the information set
forth in this statement is true, complete and correct.
Date: February 13, 2017
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/s/ Timothy J. Wynne
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Timothy J. Wynne
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/s/ Brett M. Telford
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Brett M. Telford
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EXHIBIT INDEX
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Exhibit
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Description
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Exhibit 99.2
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Trading data.
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Exhibit 99.4
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Confidential
Non-Disclosure
Agreement, signed by the Company February 8, 2017 and by the Reporting Persons February 9, 2017.
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