Amended Statement of Beneficial Ownership (sc 13d/a)
August 22 2017 - 6:03AM
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. 5)*
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)
August 21, 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).
SCHEDULE 13D
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CUSIP No. 29254Q104
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Page 2 of 4
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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
463,512
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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
463,512
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
463,512
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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)
4.34%
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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 4
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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
463,512
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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
463,512
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
463,512
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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
4.34%
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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 4
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This Amendment No. 5 (this
Amendment No. 5
) 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, as further amended by that Amendment No. 2 filed with the Securities and Exchange Commission on February 13, 2017 by Timothy J. Wynne and Brett M. Telford, as further amended
by that Amendment No. 3 filed with the Securities and Exchange Commission on March 8, 2017 by Timothy J. Wynne and Brett M. Telford, and as further amended by that Amendment No. 4 filed with the Securities and Exchange Commission on
June 15, 2017 by Timothy J. Wynne and Brett M. Telford with regards to the Common Stock of Encision Inc. (as amended, the
Statement
). This Amendment No. 5 is the final amendment to the Statement and constitutes an
exit filing for the Reporting Persons as the Reporting Persons beneficially own less than five percent of the shares of Common Stock of Issuer.
Capitalized terms used but not defined in this Amendment No. 5 shall have the meanings given to them in the Statement.
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 restated in its
entirety as follows:
(a) , (b) Based upon the Issuers quarterly report on Form 10-Q for the quarterly period ended June 30, 2017, there were
10,683,355 shares of the Common Stock outstanding as of July 31, 2017.
At the close of business on August 18, 2017, the Reporting Persons beneficially
owned 463,512 shares of Common Stock of Issuer, constituting approximately 4.33% of the shares of the Common Stock issued and outstanding.
(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.
(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.
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 supplemented with Exhibit
99.2 attached hereto and incorporated herein by this reference.
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: August 21, 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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Encision (PK) (USOTC:ECIA)
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