Statement of Changes in Beneficial Ownership (4)
May 23 2018 - 4:07PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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
*
MOONEY JAMES
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2. Issuer Name
and
Ticker or Trading Symbol
SIRIUS XM HOLDINGS INC.
[
(SIRI)
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
1290 AVENUE OF THE AMERICAS
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/22/2018
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(Street)
NEW YORK, NY 10104
(City)
(State)
(Zip)
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4. 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 Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/22/2018
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M
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61634.0000
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A
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$3.1550
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182710.0000
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D
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Common Stock
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5/22/2018
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M
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57596.0000
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A
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$1.9100
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240306.0000
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D
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Common Stock
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5/22/2018
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M
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57075.0000
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A
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$3.9000
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297381.0000
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D
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Common Stock
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5/22/2018
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M
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49059.0000
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A
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$3.5150
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346440.0000
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D
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Common Stock
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5/22/2018
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M
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29952.0000
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A
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$2.2750
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376392.0000
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D
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Common Stock
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5/22/2018
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M
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25503.0000
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A
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$0.9494
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401895.0000
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D
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Common Stock
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5/22/2018
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M
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19875.0000
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A
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$3.9600
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421770.0000
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D
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Common Stock
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5/22/2018
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M
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12200.0000
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A
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$4.8600
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433970.0000
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D
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Common Stock
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5/22/2018
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F
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133029.0000
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D
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$6.9900
(1)
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300941.0000
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D
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Common Stock
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5/22/2018
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S
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179865.0000
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D
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$6.9432
(2)
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121076.0000
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D
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Common Stock
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9100.0000
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I
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By Custodian For Child
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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. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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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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Stock Option (Right to Buy)
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$4.8600
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5/22/2018
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M
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12200.0000
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5/19/2018
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5/19/2027
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Common Stock
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12200.0000
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$4.8600
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24400.0000
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D
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Stock Option (Right to Buy)
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$3.1550
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5/22/2018
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M
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61634.0000
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5/20/2015
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5/20/2024
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Common Stock
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61634.0000
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$3.1550
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0.0000
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D
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Stock Option (Right to Buy)
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$3.9000
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5/22/2018
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M
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57075.0000
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5/20/2016
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5/20/2025
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Common Stock
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57075.0000
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$3.9000
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19025.0000
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D
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Stock Option (Right to Buy)
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$3.5150
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5/22/2018
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M
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49059.0000
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5/22/2014
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5/22/2023
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Common Stock
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49059.0000
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$3.5150
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0.0000
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D
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Stock Option (Right to Buy)
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$1.9100
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5/22/2018
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M
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57596.0000
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5/23/2013
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5/23/2022
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Common Stock
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57596.0000
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$1.9100
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0.0000
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D
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Stock Option (Right to Buy)
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$3.9600
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5/22/2018
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M
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19875.0000
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5/25/2017
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5/25/2026
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Common Stock
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19875.0000
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$3.9600
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59625.0000
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D
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Stock Option (Right to Buy)
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$2.2750
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5/22/2018
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M
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29952.0000
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5/26/2012
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5/26/2021
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Common Stock
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29952.0000
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$2.2750
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0.0000
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D
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Stock Option (Right to Buy)
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$0.9494
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5/22/2018
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M
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25503.0000
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5/27/2011
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5/27/2020
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Common Stock
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25503.0000
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$0.9494
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0.0000
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D
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Explanation of Responses:
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(1)
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Represents the exercise price of the stock options referenced in Table II which was paid by way of the withholding by the Company of shares with a value equal to the exercise price.
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(2)
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Represents the weighted average sales price for the price increments ranging from $6.93 to $6.95. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
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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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MOONEY JAMES
1290 AVENUE OF THE AMERICAS
NEW YORK, NY 10104
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X
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Signatures
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/s/Patrick L. Donnelly, attorney in fact
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5/23/2018
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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 4(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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