Amended Statement of Ownership (sc 13g/a)
February 14 2017 - 10:12AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Globus
Medical, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
379577208
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒
Rule 13d-1(d)
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing of 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.
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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.
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CUSIP No. 379577208
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Page 2 of 8
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1.
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Name of
Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
David C. Paul
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2.
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Check the Appropriate Box if a Member
of a Group
(a) ☐
Not
Applicable
(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
5,089,780
(1)(2)
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6.
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Shared Voting Power
18,123,319
(2)(3)
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7.
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Sole Dispositive Power
5,089,780
(1)(2)
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8.
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Shared Dispositive Power
18,123,319
(2)(3)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
23,213,099
(2)(3)
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10.
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Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares
Not Applicable
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11.
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Percent of Class Represented by Amount
in Row (9)
24.7%
(4)(5)
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12.
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Type of Reporting Person
IN
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(1)
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Consists of (a) 4,398,964 shares of Class B common stock held directly by the reporting person, (b) 435,350 shares of Class B common stock held by the Sonali Paul Trust U/A/D 12/20/12, and (c) 255,466 shares of Class A
common stock subject to options held by the reporting person that are exercisable within 60 days of December 31, 2016.
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(2)
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The holders of Class B common stock are entitled to 10 votes per share of Class B common stock. Each share of Class B common stock is convertible into the Issuer’s Class A common stock on a 1-for-1 basis (a) at any
time at the option of the holder of such share, (b) upon the transfer of such share (subject to certain exceptions for transfers not involving a sale, such as transfers not constituting a change in beneficial ownership, estate planning transfers and
gifts), and (c) if the Class B common stock held by the holder of such share plus that holder’s affiliates represents less than 5% of the Issuer’s outstanding common stock.
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(3)
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Does not include 1,562,573 shares of Class B common stock held by the Paul Family Irrevocable Trust U/A/D 4/6/10. The reporting person’s spouse is trustee of the trust.
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(4)
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Based on shares outstanding equal to: (a) 72,052,360 shares of Class A common stock outstanding as of December 31, 2016, as reported by the Issuer to the reporting person, plus (b) 255,466 shares of Class A common
stock subject to options that are exercisable within 60 days of December 31, 2016, plus (c) 21,879,633 shares of Class B common stock, which are treated as converted into Class A common stock for the purpose of computing the percentage
ownership of the reporting person.
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(5)
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Assumes conversion of all of the reporting person’s Class B common stock into, and exercise of all of the reporting person’s options for, shares of Class A common stock.
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2
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CUSIP No. 379577208
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Page 3 of 8
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1.
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Name of
Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Sonali Paul
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2.
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Check the Appropriate Box if a Member
of a Group
(a) ☐
Not
Applicable
(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
1,562,573
(6)(7)
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6.
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Shared Voting Power
18,123,319
(7)(8)
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7.
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Sole Dispositive Power
1,562,573
(6)(7)
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8.
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Shared Dispositive Power
18,123,319
(7)(8)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
19,685,892
(7)(8)
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10.
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Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares
Not Applicable
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11.
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Percent of Class Represented by Amount
in Row (9)
21.7%
(9)(10)
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12.
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Type of Reporting Person
IN
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(6)
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Consists of 1,562,573 shares of Class B common stock held by the Paul Family Irrevocable Trust U/A/D 4/6/10.
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(7)
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The holders of Class B common stock are entitled to 10 votes per share of Class B common stock. Each share of Class B common stock is convertible into the Issuer’s Class A common stock on a 1-for-1 basis (a) at any
time at the option of the holder of such share, (b) upon the transfer of such share (subject to certain exceptions for transfers not involving a sale, such as transfers not constituting a change in beneficial ownership, estate planning transfers and
gifts), and (c) if the Class B common stock held by the holder of such share plus that holder’s affiliates represents less than 5% of the Issuer’s outstanding common stock.
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(8)
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Does not include (a) 4,398,964 shares of Class B common stock held directly by the reporting person’s spouse, (b) 435,350 shares of Class B common stock held by the Sonali Paul Trust U/A/D 12/20/12, and (c) 255,466
shares of Class A common stock subject to options held by the reporting person’s spouse that are exercisable within 60 days of December 31, 2016.
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(9)
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Based on shares outstanding equal to: (a) 72,052,360 shares of Class A common stock outstanding as of December 31, 2016, as reported by the Issuer to the reporting person, plus (b) 18,607,892 shares of Class B common
stock, which are treated as converted into Class A common stock for the purpose of computing the percentage ownership of the reporting person.
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(10)
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Assumes conversion of all of the reporting person’s Class B common stock into shares of Class A common stock.
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3
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CUSIP No. 379577208
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Page 4 of 8
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Globus Medical, Inc.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
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2560 General Armistead Avenue
Audubon, PA 19403
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Item 2(a)
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Name of Person Filing
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This Amendment No. 4 to Schedule 13G is being filed by
David C. Paul and Sonali Paul (together, the “
Reporting Persons
”).
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Item 2(b)
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Address of Principal Business Office, or if none, Residence
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2560 General Armistead
Avenue
Audubon, PA 19403
The Reporting Persons are citizens of the United States of America.
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Item 2(d)
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Title of Class of Securities
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Class A Common Stock
4
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CUSIP No. 379577208
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Page 5 of 8
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379577208
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Item 3.
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Filing pursuant to Rules 13d-1(b) or 13d-2(b) or (c)
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Not Applicable
Ownership information is provided as of December 31, 2016:
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(a)
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Amount beneficially owned:
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(i)
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David C. Paul
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23,213,099
(11)(12)(13)(14)
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(ii)
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Sonali Paul
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19,685,892
(12)(14)(15)(16)
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(b)
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Percent of class:
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(i)
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David C. Paul
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24.7%
(17)(18)
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(ii)
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Sonali Paul
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21.7%
(19)(20)
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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(A) David C. Paul
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5,089,780
(11)(12)
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(B) Sonali Paul
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1,562,573
(12)(15)
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(ii)
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Shared power to vote or to direct the vote
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(A) David C. Paul
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18,123,319
(12)(13)(14)
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(B) Sonali Paul
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18,123,319
(12)(14)(15)
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(iii)
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Sole power to dispose or to direct the disposition of
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(A) David C. Paul
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5,089,780
(11)(12)
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(B) Sonali Paul
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1,562,573
(12)(15)
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(iv)
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Shared power to dispose or to direct the disposition of
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(A) David C. Paul
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18,123,319
(12)(13)(14)
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(B) Sonali Paul
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18,123,319
(12)(14)(15)
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5
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CUSIP No. 379577208
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Page 6 of 8
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(11)
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Includes (a) 4,398,964 shares of Class B common stock held directly by the reporting person, (b) 435,350 shares of Class B common stock held by the Sonali Paul Trust U/A/D 12/20/12, and (c) 255,466 shares
of Class A common stock subject to options held by the reporting person that are exercisable within 60 days of December 31, 2016.
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(12)
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The holders of Class B common stock are entitled to 10 votes per share of Class B common stock. Each share of Class B common stock is convertible into the Issuer’s Class A common stock on a 1-for-1 basis
(a) at any time at the option of the holder of such share, (b) upon the transfer of such share (subject to certain exceptions for transfers not involving a sale, such as transfers not constituting a change in beneficial ownership, estate
planning transfers and gifts), and (c) if the Class B common stock held by the holder of such share plus that holder’s affiliates represents less than 5% of the Issuers outstanding common stock.
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(13)
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Does not include 1,562,573 shares of Class B common stock held by the Paul Family Irrevocable Trust U/A/D 4/6/10. The shares are held in trust for the benefit of the reporting person’s spouse and children. The
reporting person’s spouse is trustee of the trust.
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(14)
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Includes 17,045,319 shares of Class B common stock and 1,078,000 shares of Class A common stock held directly by the reporting person and the reporting person’s spouse.
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(15)
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Includes 1,562,573 shares of Class B common stock held by the Paul Family Irrevocable Trust U/A/D 4/6/10.
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(16)
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Does not include (a) 4,398,964 shares of Class B common stock held directly by the reporting person’s spouse, (b) 435,350 shares of Class B common stock held by the Sonali Paul Trust U/A/D 12/20/12, and
(c) 255,466 shares of Class A common stock subject to options held by the reporting person’s spouse that are exercisable within 60 days of December 31, 2016.
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(17)
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Based on shares outstanding equal to: (a) 72,052,360 shares of Class A common stock outstanding as of December 31, 2016, as reported by the Issuer to the reporting person, plus (b) 255,466 shares of
Class A common stock subject to options that are exercisable within 60 days of December 31, 2016, plus and (c) 21,879,633 shares of Class B common stock, which are treated as converted into Class A common stock for the purpose of
computing the percentage ownership of the reporting person.
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(18)
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Assumes conversion of all of the reporting person’s Class B common stock into, and exercise of all of the reporting person’s options for, shares of Class A common stock.
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(19)
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Based on shares outstanding equal to: (a) 72,052,360 shares of Class A common stock outstanding as of December 31, 2016, as reported by the Issuer to the reporting person, plus (b) 18,607,892 of
shares of Class B common stock, which are treated as converted into Class A common stock for the purpose of computing the percentage ownership of the reporting person.
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(20)
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Assumes conversion of all of the reporting person’s Class B common stock into shares of Class A common stock.
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6
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CUSIP No. 379577208
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Page 7 of 8
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not Applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not Applicable
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
Not Applicable
7
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CUSIP No. 379577208
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Page 8 of 8
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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.
Date: February 14, 2017
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/s/ David C. Paul
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David C. Paul
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/s/ Sonali Paul
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Sonali Paul
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8
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