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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
* 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 disclosures provided in a prior cover
page.
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).
CUSIP No. 549333300
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only).
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MPII, Inc.
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Check the Appropriate Box if a Member of a Group
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(a)[X]
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(b)[]
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SEC Use Only
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Source of Funds
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OO
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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[ ]
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Citizenship or Place of Organization
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Texas
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| 7 | Sole Voting Power
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-0-
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Number of Shares
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| 8 | Shared Voting Power
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Beneficially
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1,191,694 shares of Common Stock
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Owned by Each
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Reporting
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Person With
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-0-
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| 10 | Shared Dispositive Power
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1,191,694 shares of Common Stock
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Aggregate Amount Beneficially Owned by Each Reporting Person
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1,191,694 shares of Common Stock
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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Not applicable.
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Percent of Class Represented by Amount in Row (11)
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7.7% of the Issuer’s outstanding Common Stock
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Type of Reporting Person
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CO
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CUSIP No. 549333300
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only).
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R. D. Tips, Inc.
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Check the Appropriate Box if a Member of a Group
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(a)[X]
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(b)[]
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SEC Use Only
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Source of Funds
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OO
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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Citizenship or Place of Organization
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Texas
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| 7 | Sole Voting Power
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-0-
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Number of Shares
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| 8 | Shared Voting Power
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Beneficially
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1,191,694 shares of Common Stock
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Owned by Each
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Reporting
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Person With
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-0-
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| 10 | Shared Dispositive Power
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1,191,694 shares of Common Stock
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Aggregate Amount Beneficially Owned by Each Reporting Person
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1,191,694 shares of Common Stock
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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Not applicable.
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Percent of Class Represented by Amount in Row (11)
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7.7% of the Issuer’s outstanding Common Stock
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Type of Reporting Person
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CO
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CUSIP No. 549333300
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only).
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Robert D. Tips
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Check the Appropriate Box if a Member of a Group
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(a)[X]
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(b)[]
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SEC Use Only
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Source of Funds
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OO
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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Citizenship or Place of Organization
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United States Citizen
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| 7 | Sole Voting Power
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-0-
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Number of Shares
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| 8 | Shared Voting Power
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Beneficially
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1,191,694 shares of Common Stock
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Owned by Each
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Reporting
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| 9 | Sole Dispositive Power
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Person With
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-0-
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| 10 | Shared Dispositive Power
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1,191,694 shares of Common Stock
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Aggregate Amount Beneficially Owned by Each Reporting Person
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1,191,694 shares of Common Stock
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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Not applicable.
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Percent of Class Represented by Amount in Row (11)
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7.7% of the Issuer’s outstanding Common Stock
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Type of Reporting Person
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IN
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CUSIP No. 549333300
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, $0.001 par
value per share (“
Common Stock
”) of Lucas Energy, Inc. (the “
Company
” or the “
Issuer
”).
The principal executive offices of the Company are located at 450 Gears Road, Suite 860, Houston, Texas 77067.
Item 2. Identity and Background
(a) This statement is filed by MPII, Inc., a Texas corporation (“
MPII
”),
R. D. Tips, Inc., a Texas corporation (“
R. D.
”) and Robert D. Tips (“
Tips
”). Each of the
foregoing is referred to as a “
Reporting Person
” and collectively as the “
Reporting Persons.
”
Tips is the Chief Executive Officer and 100% owner of R. D.,
which in turn owns 100% of MPII (which Tips also serves as the Chief Executive Officer of). By virtue of this relationship, Tips
and R. D. are deemed to beneficially own the securities beneficially owned by MPII.
Tips was appointed as a member of the Board of Directors of the
Company on August 26, 2016.
Each of the Reporting Persons is a party to that certain Joint Filing
Agreement described in detail in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The principal business address of each of MPII, R. D.
and Tips is P.O. Box 14000, San Antonio, Texas 78214.
(c) The principal occupation of MPII and R. D. is the supervision
of companies in funeral services and complimentary businesses. The principal occupation of Tips is serving as Chief Executive Officer
of R. D. and MPII.
(d) No Reporting Person has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been
party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws.
(f) MPII is organized under the laws of the State of Texas.
Tips is a citizen of the United States of America.
Item 3. Source of Amount of Funds or Other Compensation
Effective August 25, 2016 (the “
Closing
”),
the Company closed the transactions contemplated by that certain Asset Purchase Agreement, entered into between the Company and
twenty-three sellers (collectively, the “
Sellers
”), including MPII, as a Seller, and Segundo Resources, LLC,
as a Seller and as a representative of the Sellers named therein (the “
Representative
”), dated December 31,
2015 (as amended to date, the “
Purchase Agreement
”). Pursuant to the Purchase Agreement, the Company acquired
working interests in producing properties and undeveloped acreage in Texas and Oklahoma, including varied interests in two largely
contiguous acreage blocks in the liquids-rich Mid-Continent region of the United States, and related wells, leases, records, equipment
and agreements associated therewith (collectively, the “
Assets
”), from the Sellers (the “
Acquisition
”).
In consideration for the purchase of the Assets, the Company assumed approximately $30.6 million of commercial bank debt, issued
the Sellers (a) 552,000 shares of Series B Redeemable Preferred Stock (“
Series B Preferred Stock
”)(convertible
into 3,941,280 shares of Common Stock, the “
Series B Preferred Stock
”)) and (b) 13,009,664 shares of restricted
Common Stock (of which 1,184,725 shares were issued to MPII and additional 6,969 shares were transferred to MPII from another Seller
post-closing); and (ii) paid the Sellers $4,975,000 in cash.
CUSIP No. 549333300
Item 4. Purpose of Transaction
The Reporting Persons acquired the securities for investment
purposes. In the future, depending on general market and economic conditions affecting the Company and other relevant factors,
the Reporting Persons may purchase additional securities of the Company or dispose of some or all of the securities they currently
own from time to time in open market transactions, private transactions or otherwise.
The Reporting Persons do not currently have any plans or proposals
which relate to or would result in the following described:
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(a)
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the acquisition by persons of additional securities of the Company, or the disposition of securities of the Company;
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(b)
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a reorganization involving the Company;
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(c)
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a sale or transfer of a material amount of assets of the Company or any of its subsidiaries;
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(d)
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a change in the present board of directors and management of the Company, including plans or proposals to change the number or term of directors or to fill any existing vacancies on the board (otherwise than as have already been effected following the Closing);
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(e)
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a material change in the present capitalization or dividend policy of the Company;
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(f)
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other material changes in the Company’s business or corporate structure;
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(g)
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changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;
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The Reporting Persons do not have any plans or proposals which relate
to or result in:
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(h)
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causing a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
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(i)
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a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
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(j)
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any action similar to any of those enumerated in (h) through (j), above.
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Item 5. Interest in Securities of the Issuer
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(a)
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As of the close of business on September 1, 2016, the
Reporting Persons beneficially own in aggregate 1,191,694 shares of Common Stock representing 7.7% of the 15,449,206 shares of
the Company’s issued and outstanding Common Stock on such date as confirmed by the Company’s Transfer Agent on such
date.
As of the close of business on September 1, 2016, MPII
beneficially owns in aggregate 1,191,694 shares of Common Stock representing 7.7% of the 15,449,206 shares of the Company’s
issued and outstanding Common Stock on such date as confirmed by the Company’s Transfer Agent on such date. By virtue of
his relationship with MPII discussed in further detail in Item 2, Tips is deemed to beneficially own the shares of Common Stock
beneficially owned by MPII. By virtue of its relationship with MPII discussed in further detail in Item 2, R. D. is deemed to beneficially
own the shares of Common Stock beneficially owned by MPII.
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(b)
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Tips and R. D. may be deemed to have shared power with MPII, to vote and dispose of the securities reported in this Schedule 13D beneficially owned by MPII.
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(c)
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See Item 3, above.
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CUSIP No. 549333300
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(d)
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No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities beneficially owned by the Reporting Persons.
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Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer
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The Reporting Persons have entered into a Joint Filing Agreement
pursuant to which, among other things, the parties agreed to the joint filing on behalf of each of them of statements on Schedule
13D with respect to the securities of the Issuer. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Except as set forth herein, there are no contracts, arrangements,
understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect
to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits
Signatures
After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 7, 2016
MPII, Inc.
/s/ Robert D. Tips
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Robert D. Tips
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Chief Executive Officer
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R. D. Tips, Inc.
/s/ Robert D. Tips
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Robert D. Tips
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Chief Executive Officer
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/s/ Robert D. Tips
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Robert D. Tips
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The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner
of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the
statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.