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
(Amendment No. 1)*
Hyliion Holdings Corp.
(Name of Issuer)
(Common Stock, $0.0001 par value per share)
449109107
(CUSIP Number)
December 31, 2021
(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 the disclosures provided in a prior cover page. |
The information required in 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).
Page 2 of 8 Pages
CUSIP No. 449109107
| (1) |
Names of reporting persons
FJ Management Inc. | |||||
| (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
Utah | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
| ||||
| (6) | Shared voting power
6,928,4991 | |||||
| (7) | Sole dispositive power
| |||||
| (8) | Shared dispositive power
6,928,4991 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
6,928,4991 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
| |||||
| (11) | Percent of class represented by amount in Row (9)
4.0%2 | |||||
| (12) | Type of reporting person (see instructions)
CO | |||||
| 1 | Consists of 6,928,499 shares of common stock of Hyliion, Inc. owned by FJ Management, Inc., which may be deemed to be beneficially owned by Crystal C. Maggelet. Ms. Maggelet holds directly or indirectly the majority of the outstanding equity securities of FJ Management Inc. and serves on its Investment Committee, as well as an officer and director. Ms. Maggelet disclaims beneficial interest in the shares of common stock of Hyliion, Inc. held by FJ Management, Inc., except to the extent of her pecuniary interest therein. |
| 2 | Based on approximately 173,313,427 shares of the Issuer’s common stock outstanding as of November 4, 2021, as reported in the Issuer’s Form 10-Q Quarterly Report filed with the SEC on November 10, 2021. |
Page 3 of 8 Pages
CUSIP No. 449109107
| (1) |
Names of reporting persons
Crystal C. Maggelet | |||||
| (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
Citizen of the United States | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
| ||||
| (6) | Shared voting power
6,928,4993 | |||||
| (7) | Sole dispositive power
| |||||
| (8) | Shared dispositive power
6,928,4993 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
6,928,4993 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
| |||||
| (11) | Percent of class represented by amount in Row (9)
4.0%4 | |||||
| (12) | Type of reporting person (see instructions)
IN | |||||
| 3 | Consists of 6,928,499 shares of common stock of Hyliion, Inc. owned by FJ Management, Inc., which may be deemed to be beneficially owned by Crystal C. Maggelet. Ms. Maggelet holds directly or indirectly the majority of the outstanding equity securities of FJ Management Inc. and serves on its Investment Committee, as well as an officer and director. Ms. Maggelet disclaims beneficial interest in the shares of common stock of Hyliion, Inc. held by FJ Management, Inc., except to the extent of her pecuniary interest therein. |
| 4 | Based on approximately 173,313,427 shares of the Issuer’s common stock outstanding as of November 4, 2021, as reported in the Issuer’s Form 10-Q Quarterly Report filed with the SEC on November 10, 2021. |
Page 4 of 8 Pages
Item 1(a) Name of issuer:
Hyliion Holdings Corp.
Item 1(b) Address of issuer’s principal executive offices:
1202 BMC Drive, Suite 100
Cedar Park, TX 78613
2(a) Name of person filing:
| i. | FJ Management Inc. |
| ii. | Crystal C. Maggelet |
2(b) Address or principal business office or, if none, residence:
| i. | 185 South State Street, Suite 1300 |
Salt Lake City, UT 84111
| ii. | 185 South State Street, Suite 1300 |
Salt Lake City, UT 84111
2(c) Citizenship:
| i. | FJ Management Inc. is a Utah corporation |
| ii. | Crystal C. Maggelet is a citizen of the United States |
2(d) Title of class of securities:
Common stock, $0.0001 par value per share
2(e) CUSIP No.:
449109107
Page 5 of 8 Pages
Item 3. If this statement is filed pursuant to §§240.13d–1(b) or 240.13d–2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8);
(e) [ ] An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E);
Page 6 of 8 Pages
(f) [ ] An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a–3);
(j) [ ] A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ________________________________
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. ALL OF THESE AMOUNTS S/B 6,928,499
| FJ Management Inc. |
Crystal C. Maggelet |
|||||||
| (a) Amount beneficially owned: |
6,928,499 | (1) | 6,928,499 | (1) | ||||
| (b) Percent of class: |
4.0 | %(2) | 4.0 | %(2) | ||||
| (c) Number of shares as to which such person has: |
||||||||
| (i) Sole power to vote or to direct the vote: |
||||||||
| (ii) Shared power to vote or to direct the vote: |
6,928,499 | (1) | 6,928,499 | (1) | ||||
| (iii) Sole power to dispose or to direct the disposition of: |
||||||||
| (iv) Shared power to dispose or to direct the disposition of: |
6,928,499 | (1) | 6,928,499 | (1) | ||||
| (1) | As of the date hereof Crystal C. Maggelet holds directly or indirectly the majority of the outstanding equity securities of FJ Management Inc. and serves on its Investment Committee, as well as an officer and director, and may therefore be deemed to beneficially own the shares covered by this Schedule 13G. |
| (2) | Based on approximately 173,313,427 shares of the Issuer’s common stock outstanding as of November 4, 2021, as reported in the Issuer’s Form 10-Q Quarterly Report filed with the SEC on November 10, 2021. |
Page 7 of 8 Pages
Item 5. Ownership of 5 Percent or Less of a Class. If this statemen t is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X].
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Page 8 of 8 Pages
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
Dated: February 2, 2022
| FJ MANAGEMENT INC. | ||
| Signature: | /s/ Richard L. Bozzelli | |
| Name: | Richard L. Bozzelli | |
| Title: | Chief Financial Officer & Treasurer | |