Amended Statement of Beneficial Ownership (sc 13d/a)
March 08 2017 - 3:29PM
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. 3)*
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)
March 7, 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 6
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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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SCHEDULE 13D
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Page
3
of 6
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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 6
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This
Amendment No. 3 (this
Amendment No. 3
) 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, and 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, with regards to the Common Stock of Encision Inc. (as amended, the
Statement
). Capitalized terms used but not defined in
this Amendment No. 3 shall have the meanings given to them in the Statement.
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 a phone conversation on March 3, 2017, Gregory Trudel (
Trudel
), the President and CEO of the Company, informed the
Reporting Persons that the board of directors of the Company was not willing to provide the Reporting Persons with certain due diligence materials and access to observe the Companys operations as requested by the Reporting Persons in order to
facilitate the Proposed Transaction.
As a result of the boards decision, the Reporting Persons sent a letter to Trudel dated March 7, 2017
(the
March 7 Letter
). A copy of the March 7 Letter is filed as Exhibit 99.5 to this Amendment No. 3 and incorporated herein by this reference.
ITEM 7.
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MATERIAL TO BE FILED AS AN EXHIBIT
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Item 7 is amended and supplemented by adding the following
exhibit:
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Exhibit 99.5
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Letter from the Reporting Persons to Gregory Trudel dated March 7, 2017.
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CUSIP No. 29254Q104
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SCHEDULE 13D
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Page
5
of 6
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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: March 8, 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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CUSIP No. 29254Q104
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SCHEDULE 13D
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Page
6
of 6
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EXHIBIT INDEX
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Exhibit
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Description
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Exhibit 99.5
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Letter from the Reporting Persons to Gregory Trudel dated March 7, 2017.
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