Initial Statement of Beneficial Ownership (3)
December 22 2016 - 4:15PM
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
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
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MATTHEWS TERENCE H
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2. Date of Event Requiring Statement (MM/DD/YYYY)
12/21/2016
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3. Issuer Name
and
Ticker or Trading Symbol
MITEL NETWORKS CORP [MITL]
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(Last)
(First)
(Middle)
390 MARCH ROAD, SUITE 110
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__
X
__ Director
_____ 10% Owner
___
X
___ Officer (give title below)
_____ Other (specify below)
Chairman of the Board /
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(Street)
OTTAWA, A6 K2K 0G7
(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)
_
X
_ Form filed by One Reporting Person
___ 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 Shares
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31311
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D
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Common Shares
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6988590
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I
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Kanata Research Park Corporation
(1)
(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. 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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Restricted Stock Units
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(3)
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(3)
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Common Shares
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10000
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(3)
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D
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Options (Common Shares)
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12/6/2012
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12/6/2019
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Common Shares
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18038
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$3.06
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D
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Options (Common Shares)
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3/7/2013
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3/7/2020
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Common Shares
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18313
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$3.94
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D
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Options (Common Shares)
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7/1/2013
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7/1/2020
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Common Shares
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18313
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$3.80
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D
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Options (Common Shares)
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9/5/2013
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9/5/2020
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Common Shares
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16190
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$4.64
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D
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Options (Common Shares)
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12/12/2013
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12/12/2020
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Common Shares
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10146
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$9.58
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D
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Options (Common Shares)
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2/5/2014
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2/5/2021
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Common Shares
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9329
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$8.79
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D
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Options (Common Shares)
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5/20/2014
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5/20/2021
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Common Shares
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9281
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$10.83
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D
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Options (Common Shares)
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8/14/2014
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8/14/2021
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Common Shares
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9281
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$9.96
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D
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Options (Common Shares)
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11/13/2014
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11/13/2021
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Common Shares
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9816
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$9.96
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D
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Options (Common Shares)
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3/5/2015
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3/5/2022
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Common Shares
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3585
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$9.70
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D
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Options (Common Shares)
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12/31/2015
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5/14/2022
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Common Shares
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10000
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$8.94
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D
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Options (Common Shares)
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5/14/2015
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5/14/2022
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Common Shares
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4220
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$8.94
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D
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Options (Common Shares)
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8/12/2015
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8/12/2022
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Common Shares
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4542
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$8.30
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D
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Options (Common Shares)
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11/11/2015
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11/11/2022
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Common Shares
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4307
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$8.75
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D
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Options (Common Shares)
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3/4/2017
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3/4/2023
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Common Shares
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10000
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$7.17
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D
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Options (Common Shares)
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3/4/2016
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3/4/2023
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Common Shares
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5278
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$7.17
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D
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Options (Common Shares)
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5/26/2016
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5/26/2023
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Common Shares
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5674
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$6.74
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D
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Options (Common Shares)
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8/10/2016
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8/10/2023
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Common Shares
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4723
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$8.12
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D
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Options (Common Shares)
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11/9/2016
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11/9/2023
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Common Shares
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5713
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$6.62
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D
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Explanation of Responses:
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(
1)
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Dr. Matthews owns 100% of the outstanding voting shares of 4293711 Canada Inc. ("4293711 Canada") which in turn owns 99.9% of the outstanding voting shares of Wesley Clover International Corporation ("WCIC") (the remaining 0.01% of the outstanding voting shares of WCIC are owned by the Matthews Family Trust, of which Dr. Matthews is one of three trustees). WCIC owns 100% of the outstanding voting shares of Kanata Research Park Corporation ("Kanata"). On January 1, 2017, Kanata will amalgamate into WCIC.
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(
2)
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Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of Dr. Matthews, WCIC and 4293711 Canada may be deemed the beneficial owner of all of the common shares (the "Common Shares") of Mitel Networks Corporation (the "Company") beneficially owned by Kanata (and, after January 1, 2017, those shares beneficially owned by WCIC). The filing of this Form 3 shall not be construed as an admission that the Reporting Persons share beneficial ownership of these shares, and the Reporting Persons expressly disclaim such beneficial ownership except to the extent of any pecuniary interest therein.
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(
3)
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Represents 10,000 Common Shares of the Company underlying 10,000 Restricted Stock Units ("RSUs") granted to Dr. Matthews on March 4, 2016. The RSUs are scheduled to vest on February 28, 2017.
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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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MATTHEWS TERENCE H
390 MARCH ROAD, SUITE 110
OTTAWA, A6 K2K 0G7
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X
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Chairman of the Board
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Signatures
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/s/ Dr. Terence Hedley Matthews
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12/21/2016
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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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