Statement of Changes in Beneficial Ownership (4)
October 30 2014 - 6:03AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
ORING MARTIN B
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2. Issuer Name
and
Ticker or Trading Symbol
Searchlight Minerals Corp.
[
SRCH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO and President
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(Last)
(First)
(Middle)
7582 HAWKS LANDING DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/10/2014
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(Street)
WEST PALM BEACH, FL 33412
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/18/2014
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P
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32375
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A
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(1)
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337375
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I
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By Martin Oring Financial Trust
(3)
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Common Stock
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9/18/2014
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P
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8750
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A
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(4)
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8750
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I
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By Wealth Preservation Defined Benefit Plan
(2)
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Common Stock
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10/7/2014
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P
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500000
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A
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(5)
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508750
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I
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By Wealth Preservation Defined Benefit Plan
(2)
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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. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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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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7% Convertible Notes due 2018
(6)
(7)
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$0.39
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9/10/2014
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P
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$27750
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9/10/2014
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9/10/2019
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Common Stock
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71153
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$27750
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$212750
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I
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By Martin Oring Financial Trust
(3)
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7% Convertible Notes due 2018
(6)
(7)
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$0.39
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9/10/2014
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P
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$7500
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9/10/2014
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9/10/2019
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Common Stock
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19230
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$7500
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$57500
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I
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By Wealth Preservation Defined Benefit Plan
(2)
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Common Stock Purchase Warrants
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$0.3
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9/18/2014
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P
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16188
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9/18/2014
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9/18/2019
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Common Stock
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16188
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(1)
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16188
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I
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By Martin Oring Financial Trust
(3)
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Common Stock Purchase Warrants
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$0.3
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9/18/2014
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P
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4375
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9/18/2014
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9/18/2019
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Common Stock
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4375
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(4)
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4375
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I
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By Wealth Preservation Defined Benefit Plan
(2)
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Common Stock Purchase Warrants
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$0.3
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10/7/2014
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P
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250000
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10/24/2014
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10/24/2019
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Common Stock
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250000
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(5)
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254375
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I
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By Wealth Preservation Defined Benefit Plan
(2)
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Explanation of Responses:
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(
1)
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The reported securities are included within 32,375 Units purchased by the Martin Oring Financial Trust for $0.20 per Unit in consideration for the cancellation of $6,475 in debt owing by Searchlight Minerals Corp. (the "Company") to the Martin Oring Financial Trust for September 18, 2014 interest payments due on certain notes. Each Unit consists of one share of common stock and one half of a common stock purchase warrant, where each full warrant will entitle the warrant holder to purchase one share of the Company's common stock at an exercise price of $0.30 per share.
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(
2)
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These shares are held by Wealth Preservation, Defined Benefit Plan, of which Mr. Martin Oring and Mrs. Olivia Oring are sole beneficiaries and trustees, and in such capacity are deemed to hold voting and dispositive power over the securities held by the Wealth Preservation Defined Benefit Plan. Mrs. Olivia Oring is Mr. Oring's wife.
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(
3)
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Mrs. Olivia Oring is one of the trustees of the Martin Oring Financial Trust Dated December 20, 2006, which was created for the benefit of Mr. Oring's children and grandchildren.
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(
4)
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The reported securities are included within 8,750 Units purchased by the Wealth Preservation Defined Benefit Plan for $0.20 per Unit in consideration for the cancellation of $1,750 in debt owing by the Company to the Wealth Preservation Defined Benefit Plan for September 18, 2014 interest payments due on certain notes. Each Unit consists of one share of common stock and one half of a common stock purchase warrant, where each full warrant will entitle the warrant holder to purchase one share of the Company's common stock at an exercise price of $0.30 per share.
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(
5)
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The reported securities are included within 500,000 Units purchased by the Wealth Preservation Defined Benefit Plan for $0.20 per Unit in cash. Each Unit consists of one share of common stock and one half of a common stock purchase warrant, where each full warrant will entitle the warrant holder to purchase one share of the Company's common stock at an exercise price of $0.30 per share.
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(
6)
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On September 18, 2013, the Company completed a private placement (the "Offering") of secured convertible notes which accrue interest at a rate of 7% per annum, payable semi-annually (the "7% Convertible Notes"). Such 7% Convertible Notes are due five years from their date of issuance and are convertible at any time while outstanding, at the option of the holder, into shares of common stock of the Company at $0.39 per share, as adjusted. Wealth Preservation Defined Benefit Plan and the Martin Oring Financial Trust, affiliates of Mr. Oring, purchased an aggregate of $235,000 in 7% Convertible Notes in the Offering (the "Initial Investment").
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(
7)
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Pursuant to the terms of the transaction documents governing the Offering, such affiliates of Mr. Oring had the option to purchase an additional principal amount of 7% Convertible Notes in the aggregate amount not greater than 15% of the Initial Investment during the one year period following the closing of the Offering. On September 9, 2014, the Wealth Preservation Defined Benefit Plan and the Martin Oring Financial Trust exercised such option and purchased an aggregate of $35,250 in additional 7% Convertible Notes.
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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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ORING MARTIN B
7582 HAWKS LANDING DRIVE
WEST PALM BEACH, FL 33412
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X
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CEO and President
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Signatures
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/s/ Martin B. Oring
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10/29/2014
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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 4(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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