Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
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).
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1.
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Names of
Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Peter Lacaillade Jr.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
¨
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3.
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SEC Use Only
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4.
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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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5.
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Sole Voting Power
724,848
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6.
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Shared Voting Power
15,762
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7.
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Sole Dispositive Power
724,848
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8.
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Shared Dispositive Power
15,762
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
740,610
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount
in Row (9)
7.9%
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12.
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Type of Reporting Person (See
Instructions)
IN
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Page 2 of 11 pages
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1.
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Names of
Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
The E. Burke Ross, Jr. Descendants’ GST Insurance Trust
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
148,605
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount
in Row (9)
1.6%
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12.
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Type of Reporting Person (See
Instructions)
OO
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Page 3 of 11 pages
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1.
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Names of
Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
The E. Burke Ross, Jr. Descendants’ GST Investment Trust 2014
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
576,243
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount
in Row (9)
6.1%
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12.
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Type of Reporting Person (See
Instructions)
OO
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Page 4 of 11 pages
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1.
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Names of
Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Susan Lutz Ross Family Insurance Trust
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
15,762
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
15,762
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
15,762
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount
in Row (9)
0.2%
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12.
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Type of Reporting Person (See
Instructions)
OO
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Page 5 of 11 pages
Item 1.
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The
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name of the issuer is Spring Bank Pharmaceuticals, Inc.
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(b)
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Address of Issuer’s Principal Executive Officer
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The
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issuer’s principal executive offices are located at 86 South Street, Hopkinton MA 01748
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Item 2.
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(a)
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Name of Person Filing
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•
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The E. Burke Ross, Jr. Desendants’ GST Insurance Trust
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•
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The E. Burke Ross, Jr. Descendants’ GST Investment Trust 2014
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•
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Susan Lutz Ross Family Insurance Trust
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(b)
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Address of Principal Business Office or, if none, Residence
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The principal business address for
The E. Burke Ross, Jr. Descendants’ GST Insurance Trust and The E. Burke Ross, Jr. Descendants’ GST Investment Trust 2014 is C/O JDJ Family Office Services, PO BOX 962409, Boston, MA 02196.
The principal business address for the Susan Lutz Ross Family Insurance Trust is C/O ADEC Private Equity Investments LLC, 172 S. Ocean Blvd.,
Palm Beach, FL 33480.
Peter Lacaillade Jr. is a United States citizen.
The E. Burke Ross, Jr. Descendants’ GST Insurance Trust and The E. Burke Ross, Jr. Descendants’ GST Investment Trust 2014 are
Delaware trusts.
The Susan Lutz Ross Family Insurance Trust is a Delaware trust.
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(d)
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Title of Class of Securities
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Common Stock, $0.0001 per share (the “Common Stock”)
849431101
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:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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¨
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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¨
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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¨
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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¨
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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¨
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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);
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Page 6 of 11 pages
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(j)
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¨
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4. Ownership.
The information
required by Items 4(a) – (c) is set forth in Rows (5)–(11) on the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The Issuer’s Quarterly Report on Form 10-K for the
quarter ended September 30, 2016, filed on October 28, 2016, indicates that as of October 27, 2016, the Issuer had 7,767,981 shares of common stock outstanding and the Issuer’s Current Report on Form 8-K, filed on November 21, 2016, states
that the Issuer has issued and sold an aggregate of 1,644,737 additional shares of common stock. The percentages set forth in Row (11) of the cover page for each Reporting Person is based on these numbers, and the shares of common stock reported for
the E. Burke Ross Jr. Descendants’ GST Investment Trust 2014 includes 26,455 shares of common stock underlying warrants.
Item 5. Ownership
of Five Percent or Less of a Class
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not applicable
Item 8. Identification and Classification of Members of the Group See Item 2 (a)-(c)
Not applicable
Item 9. Notice of
Dissolution of Group
Not applicable
Item 10. Certification
Each of the
Reporting Persons hereby makes the following Certification:
Page 7 of 11 pages
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.
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.
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12/5/16
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Date
/s/ Peter Lacaillade Jr.
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Signature
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Peter Lacaillade Jr., Individually
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Name/Title
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Page 8 of 11 pages
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.
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.
THE E. BURKE ROSS, JR. DESCENDANTS’ GST INSURANCE TRUST
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12/5/16
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Date
/s/ Peter Lacaillade
Jr.
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Signature
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Peter Lacaillade Jr., as Trustee
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Name/Title
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Page 9 of 11 pages
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.
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.
THE E. BURKE ROSS, JR. DESCENDANTS’ GST INVESTMENT TRUST 2014
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12/5/16
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Date
/s/ Peter Lacaillade
Jr.
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Signature
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Peter Lacaillade Jr., as Trustee
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Name/Title
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Page 10 of 11 pages
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.
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.
SUSAN LUTZ ROSS FAMILY INSURANCE TRUST
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12/5/16
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Date
/s/ Peter Lacaillade
Jr.
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Signature
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Peter Lacaillade Jr., as Trustee
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Name/Title
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Page 11 of 11 pages