Initial Statement of Beneficial Ownership (3)
August 22 2014 - 7:06PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Nordlicht Mark
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2. Date of Event Requiring Statement (MM/DD/YYYY)
8/12/2014
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3. Issuer Name
and
Ticker or Trading Symbol
NAVIDEA BIOPHARMACEUTICALS, INC. [NAVB]
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(Last)
(First)
(Middle)
152 WEST 57TH STREET, 4TH FLOOR
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
___
X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock, par value $0.001
(1)
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15006431
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I
(2)
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By: Platinum Partners Value Arbitrage Fund, LP
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Common Stock, par value $0.001
(1)
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100000
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I
(3)
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By: Platinum Partners Liquid Opportunity Master Fund L.P.
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series B Convertible Preferred Stock
(1)
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(4)
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(4)
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Common Stock, par value $0.001
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10277610
(5)
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$3270
(4)
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I
(2)
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By: Platinum Partners Value Arbitrage Fund, LP
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Notional Principal Amount Derivative Agreement
(1)
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(6)
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(6)
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Common Stock, par value $0.001
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500000
(6)
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$2.5000
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I
(2)
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By: Platinum Partners Value Arbitrage Fund, LP
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Notional Principal Amount Derivative Agreement
(1)
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(6)
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(6)
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Common Stock, par value $0.001
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1000000
(6)
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$3.1500
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I
(2)
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By: Platinum Partners Value Arbitrage Fund, LP
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Notional Principal Amount Derivative Agreement
(1)
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(6)
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(6)
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Common Stock, par value $0.001
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1500000
(6)
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$3.0800
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I
(2)
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By: Platinum Partners Value Arbitrage Fund, LP
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Notional Principal Amount Derivative Agreement
(1)
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(6)
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(6)
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Common Stock, par value $0.001
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2500000
(6)
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$1.9200
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I
(2)
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By: Platinum Partners Value Arbitrage Fund, LP
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Notional Principal Amount Derivative Agreement
(1)
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(6)
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(6)
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Common Stock, par value $0.001
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1200000
(6)
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$1.7300
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I
(2)
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By: Platinum Partners Value Arbitrage Fund, LP
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Call Option (right to buy)
(1)
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2/6/2015
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2/6/2015
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Common Stock, par value $0.001
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2700000
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$2.0000
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I
(2)
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By: Platinum Partners Value Arbitrage Fund, LP
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Put Option (obligation to buy)
(1)
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2/6/2015
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2/6/2015
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Common Stock, par value $0.001
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2700000
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$2.0000
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I
(2)
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By: Platinum Partners Value Arbitrage Fund, LP
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Call Option (right to buy)
(1)
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2/11/2015
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2/11/2015
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Common Stock, par value $0.001
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1100000
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$2.0000
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I
(2)
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By: Platinum Partners Value Arbitrage Fund, LP
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Put Option (obligation to buy)
(1)
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2/11/2015
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2/11/2015
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Common Stock, par value $0.001
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1100000
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$2.0000
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I
(2)
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By: Platinum Partners Value Arbitrage Fund, LP
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Call Option (right to buy)
(1)
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1/17/2015
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1/17/2015
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Common Stock, par value $0.001
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2300000
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$2.0000
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I
(2)
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By: Platinum Partners Value Arbitrage Fund, LP
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Put Option (obligation to buy)
(1)
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1/17/2015
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1/17/2015
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Common Stock, par value $0.001
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2300000
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$2.0000
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I
(2)
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By: Platinum Partners Value Arbitrage Fund, LP
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Explanation of Responses:
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(
1)
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This Form 3 is filed jointly by Platinum Partners Value Arbitrage Fund L.P. ("PPVA"), Platinum Partners Liquid Opportunity Master Fund L.P. ("PPLO"), Platinum Management (NY) LLC ("Platinum Management"), Platinum Liquid Opportunity Management (NY) LLC ("Platinum Liquid Management"), Mark Nordlicht and Uri Landesman (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein.
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(
2)
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Securities owned directly by PPVA. Each of Platinum Management, as the Investment Manager of PPVA, and Mark Nordlicht and Uri Landesman, as the Chief Investment Officer and President, respectively, of Platinum Management, may be deemed to beneficially own the securities owned directly by PPVA.
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(
3)
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Securities owned directly by PPLO. Each of Platinum Liquid Management, as the Investment Manager of PPLO, and Mark Nordlicht and Uri Landesman, as the Chief Investment Officer and President, respectively, of Platinum Liquid Management, may be deemed to beneficially own the securities owned directly by PPLO.
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(
4)
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The Series B Convertible Preferred Stock shall automatically convert into Common Stock upon the earlier to occur of: (i) the closing of a firm commitment underwritten public offering of Common Stock pursuant to an effective registration statement under Section 5 of the Securities Act in which the gross case proceeds to the Company (before underwriting discounts, commissions and fees) from such public offering are at least $10,000,000, or (ii) 180 days following the first trading date upon which the Common Stock equals or exceeds $7.00 per share, but excluding from such 180-day period any trading day on which the price is less than $5.00 per share, in each case subject to the limitations of the 9.99% Blocker (described below).
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(
5)
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Pursuant to the Certificate of Designations of the Series B Convertible Preferred Stock, each share of Series B Convertible Preferred Stock is convertible into 3,270 shares of Common Stock provided that the conversion would not result in the holder owning more than 9.99% of the Common Stock outstanding at the time of conversion except on 61 days' prior written notice to the Issuer that the holder waives such limitation (the "9.99% Blocker").
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(
6)
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Notional principal amount derivative agreements (the "Derivative Agreements") in the form of cash settled swaps entered into by PPVA representing a share equivalent of an aggregate of 6,700,000 shares of Common Stock. The Derivative Agreements provide PPVA with economic results that are comparable to the economic results of ownership of Common Stock payable on each settlement date applicable to the expiration or earlier termination of such Derivative Agreement, but does not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject of the Derivative Agreement (such shares, the "Subject Shares"). Each of the Reporting Persons disclaims beneficial ownership in the Subject Shares. The counterparty to the Derivative Agreement is an unaffiliated third party financial institution.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Nordlicht Mark
152 WEST 57TH STREET
4TH FLOOR
NEW YORK, NY 10019
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X
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Platinum Management (NY) LLC
152 WEST 57TH STREET
NEW YORK, NY 10019
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X
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Platinum Partners Value Arbitrage Fund, LP
C/O WALKERS CORPORATE SERVICES LIMITED
WALKER HOUSE, 87 MARY STREET
GEORGETOWN, GRAND CAYMAN, E9 KY1-9002
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X
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LANDESMAN URI
30 00 47TH AVE
LONG ISLAND CITY, NY 11101
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X
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Platinum Liquid Opportunity Management (NY) LLC
152 WEST 57TH STREET
4TH FLOOR
NEW YORK, NY 10019
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X
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Platinum Partners Liquid Opportunity Master Fund L.P.
152 WEST 57 STREET, 4TH FLOOR
NEW YORK, NY 10019
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X
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Signatures
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/s/ Mark Nordlicht
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8/22/2014
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**
Signature of Reporting Person
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Date
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Platinum Partners Value Arbitrage Fund L.P., By Platinum Management (NY) LLC, as Investment Manager, By /s/ Mark Nordlicht, Chief Investment Officer
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8/22/2014
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**
Signature of Reporting Person
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Date
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Platinum Partners Liquid Opportunity Master Fund L.P., By Platinum Liquid Opportunity Management (NY) LLC, as Investment Manager, By /s/ Mark Nordlicht, Chief Investment Officer
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8/22/2014
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**
Signature of Reporting Person
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Date
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Platinum Management (NY) LLC, By /s/ Mark Nordlicht, Chief Investment Officer
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8/22/2014
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Signature of Reporting Person
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Date
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Platinum Liquid Opportunity Management (NY) LLC, By /s/ Mark Nordlicht, Chief Investment Officer
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8/22/2014
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**
Signature of Reporting Person
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Date
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/s/ Uri Landesman
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8/22/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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