Statement of Ownership (sc 13g)
January 18 2018 - 12:40PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934 (Amendment No. __N/A__)*
Vericel
Corporation
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
92346J108
(CUSIP
Number)
January
16, 2018
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
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[ ]
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Rule
13d-1(b)
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[X]
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Rule
13d-1(c)
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[ ]
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Rule
13d-1(d)
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*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 the disclosures provided
in a prior cover page.
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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NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RTW
Investments, LP
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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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
D
e
la
w
are,
United States of America
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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
1,758,914*
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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
1,758,914*
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,758,914*
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10.
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CHECK
BOX 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)
5.04%*
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO,
IA
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1.
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NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Roderick
Wong
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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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 of America
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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
1,758,914*
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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
1,758,914*
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,758,914*
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10.
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CHECK
BOX 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)
5.04%
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN,
HC
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Item
1.
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(a).
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Name
of Issuer:
Vericel
Corporation
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(b).
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Address
of issuer’s principal executive offices:
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64
Sidney Street
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Cambridge,
Massachusetts 02139
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Item
2.
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(a).
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Name
of person filing:
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RTW
Investments, LP
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Roderick
Wong
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(b).
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Address
or principal business office or, if none, residence:
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RTW
Investments, LP
250
West 55th Street, 16th Floor
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Suite
A
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New
York, New York 10019
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Roderick
Wong
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c/o
RTW Investments, LP
250
West 55th Street, 16th Floor
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Suite
A
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New
York, New York 10019
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(c).
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Citizenship:
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RTW
Investments, LP – Delaware
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Roderick
Wong – United States of America
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(d).
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Title
of class of securities:
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Common
Stock
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(e).
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CUSIP
No.:
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92346J108
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Item
3.
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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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N/A
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Item
4.
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Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount
beneficially owned:
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RTW
Investments, LP – 1,758,914*
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Roderick
Wong – 1,758,914*
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(b)
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Percent
of class:
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RTW
Investments, LP – 5.04%*
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Roderick
Wong – 5.04%*
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote
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RTW
Investments, LP – 0
Roderick
Wong – 0
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(ii)
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Shared
power to vote or to direct the vote
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RTW
Investments, LP – 1,758,914*
Roderick
Wong – 1,758,914*
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(iii)
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Sole
power to dispose or to direct the disposition of
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RTW
Investments, LP – 0
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Roderick
Wong – 0
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(iv)
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Shared
power to dispose or to direct the disposition of
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RTW
Investments, LP – 1,758,914*
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Roderick
Wong – 1,758,914*
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*
The shares of common stock (the "Shares"), of Vericel Corporation. (the "Company"), reported herein are held
by two or more funds (together the "Funds"), which are managed by RTW Investments, LP (the "Adviser"). The
Adviser, in its capacity as the investment manager of Funds, has the power to vote and the power to direct the disposition of
all Shares held by the Funds. Accordingly, for the purposes of Reg. Section 240.13d-3, the Adviser may be deemed to beneficially
own an aggregate of 1,758,914 Shares, or 5.04% of the Shares issued and outstanding as of November 3, 2017. Roderick Wong is the
Managing Partner of the Adviser. The beneficial ownership percentage reported herein is based on 34,907,789 Shares issued and
outstanding as of November 3, 2017, as disclosed in the Company's Quarterly Report for the quarter ended September 30, 2017, as
filed with the Securities and Exchange Commission on November 7, 2017. This report shall not be deemed an admission that the Adviser,
the Funds or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities
Exchange Act of 1934, as amended, or for any other purpose. Each of the reporting persons herein disclaims beneficial ownership
of the Shares reported herein except to the extent of the reporting person’s pecuniary interest therein.
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I
t
em
5.
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Ownersh
i
p
of Five Percent
o
r Less of a Class.
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If
this
s
t
atement is being fil
e
d
to report the fact that as of the date hereof the reporting person h
a
s ceased
to be the beneficial owner
o
f m
o
re
than five perce
n
t of t
h
e class of
securities, c
h
eck the f
o
llowing [
].
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N/A
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I
t
em
6.
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Ownersh
i
p
of M
o
re T
h
an F
i
ve
Percent on
B
e
h
alf
of An
o
ther Perso
n
.
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If
any other person is known to have t
h
e right to receive or the power to direct
the receipt of div
i
dends from, or the proceeds from the sale of, such securities,
a statement to that e
f
fect should be included in r
e
sponse
to this item and, if such in
t
erest rela
t
es
to more t
h
an 5 pe
r
cent of the class,
such person sh
o
u
ld
b
e
i
d
ent
i
fie
d
.
A listi
n
g of t
h
e s
h
areh
o
lders
of
a
n
in
v
e
s
t
me
n
t
c
o
m
p
an
y
re
g
i
stere
d
u
nde
r
t
h
e
In
v
e
s
t
men
t
C
ompan
y Act
o
f
1
9
4
0
o
r
t
h
e
bene
fi
ciar
i
es
o
f
emp
l
oye
e
bene
fit
pla
n
,
pe
n
s
i
o
n
f
u
n
d
o
r
e
n
do
w
me
n
t
fu
n
d
i
s
n
o
t
re
q
ui
r
ed.
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N/A
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I
t
em
7.
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I
d
e
n
tificati
o
n
and C
l
assificati
o
n of t
h
e
Su
b
sidiary Wh
i
ch Acq
u
ired
t
h
e Security
B
eing Re
p
o
r
t
ed
on by
t
h
e Parent
H
o
l
d
i
n
g
C
o
m
p
a
n
y
or C
o
nt
r
o
l
P
ers
on
.
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.
|
If
a parent ho
l
di
n
g company or contr
o
l
person has fi
l
ed this sched
u
le, p
u
rsua
n
t
to Ru
l
e
1
3d-1(
b
)
(
1
)(ii)(G),
so i
n
dicate un
d
er Item 3(
g
)
and at
t
ach an e
x
hi
b
it
stati
n
g the i
d
e
n
ti
t
y
a
n
d the Item 3 classific
a
tion of
t
h
e
r
elevant sub
s
idiar
y
.
I
f a pare
n
t ho
l
di
n
g
c
o
m
p
any or c
o
ntr
o
l
per
s
o
n has filed
t
h
is
sch
e
du
l
e
p
u
rs
u
a
n
t
to R
u
le
1
3d-1(c) or R
u
le
13
d
-1(
d
), attach an exh
i
bit
stat
i
ng t
h
e i
d
ent
i
ficat
i
on
of
t
h
e rele
v
ant
subsi
d
iar
y
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N/A
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I
t
e
m
8
.
|
I
d
e
n
ti
f
icati
o
n
an
d
C
l
assi
fi
cati
o
n
o
f
Membe
rs
o
f
t
h
e
Gr
o
up.
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If
a group
h
as f
i
led t
h
is
sche
d
u
le pursuant to
§
24
0
.
1
3d-1(b)(
1
)
(
ii)(J),
so in
d
icate un
d
er Item 3(
j
)
and attach an e
x
hib
i
t stating the
identity and I
t
em 3 class
i
ficat
i
on
of each member of the group. If a group h
a
s filed
t
h
is
schedu
l
e pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the ide
n
tity of each mem
b
er of the
group.
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N/A
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I
t
e
m
9
.
|
N
o
tic
e
o
f
D
i
ss
o
l
ut
i
o
n
o
f G
r
o
up.
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N
o
tice
of d
i
ss
o
lut
i
on
of a group may be f
u
rn
i
s
h
ed
as an ex
h
ib
i
t s
t
a
t
ing
t
h
e date of t
h
e
d
iss
o
lu
t
ion
a
n
d that all f
u
r
t
her
fi
l
in
g
s w
i
th
respect
t
o tra
n
sact
i
ons
in t
h
e security reported on will be f
i
led,
if re
q
u
ired,
b
y
members of
t
h
e gr
o
up,
in the
i
r individual capacit
y
. See
Item 5.
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N/A
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Item
10. Certific
a
tion.
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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.
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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.
Dated:
January 18, 2018
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RTW
Investments, LP
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By:
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/s/
Roderick Wong
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Roderick
Wong, Managing Partner
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Roderick
Wong
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By:
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/s/
Roderick Wong
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Roderick
Wong, Individually
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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.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to be
sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
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