Statement of Changes in Beneficial Ownership (4)
May 17 2017 - 4:48PM
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
*
Blackburn Jeffrey M
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2. Issuer Name
and
Ticker or Trading Symbol
AMAZON COM INC
[
AMZN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Senior Vice President
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(Last)
(First)
(Middle)
P.O. BOX 81226
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/15/2017
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(Street)
SEATTLE, WA 98108-1226
(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, par value $.01 per share
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5/15/2017
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M
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3689
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A
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$0
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50776
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D
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Common Stock, par value $.01 per share
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5/15/2017
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M
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1036
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A
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$0
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51812
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D
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Common Stock, par value $.01 per share
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5/15/2017
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S
(1)
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634
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D
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$957.2303
(2)
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51178
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D
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Common Stock, par value $.01 per share
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5/15/2017
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S
(1)
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502
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D
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$958.2665
(3)
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50676
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D
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Common Stock, par value $.01 per share
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5/15/2017
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S
(1)
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342
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D
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$959.0422
(4)
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50334
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D
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Common Stock, par value $.01 per share
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5/15/2017
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S
(1)
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300
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D
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$960.1533
(5)
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50034
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D
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Common Stock, par value $.01 per share
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5/15/2017
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S
(1)
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200
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D
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$961.695
(6)
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49834
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D
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Common Stock, par value $.01 per share
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5/15/2017
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S
(1)
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100
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D
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$962.51
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49734
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D
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Common Stock, par value $.01 per share
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20000
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I
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In trust
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Common Stock, par value $.01 per share
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473.503
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I
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Held by the reporting person's Amazon.com 401(k) plan account
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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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Restricted Stock Unit Award
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$0.0
(7)
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5/15/2017
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M
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3689
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5/15/2013
(8)
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2/15/2018
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Common Stock, par value $.01 per share
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3689.0
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$0
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11064
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D
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Restricted Stock Unit Award
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$0.0
(7)
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5/15/2017
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M
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1036
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5/15/2017
(9)
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2/15/2022
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Common Stock, par value $.01 per share
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1036.0
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$0
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36326
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D
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Explanation of Responses:
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(1)
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This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
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(2)
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Represents the weighted average sale price. The highest price at which shares were sold was $957.73 and the lowest price at which shares were sold was $956.79.
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(3)
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Represents the weighted average sale price. The highest price at which shares were sold was $958.78 and the lowest price at which shares were sold was $957.88.
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(4)
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Represents the weighted average sale price. The highest price at which shares were sold was $959.30 and the lowest price at which shares were sold was $958.90.
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(5)
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Represents the weighted average sale price. The highest price at which shares were sold was $960.27 and the lowest price at which shares were sold was $959.95.
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(6)
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Represents the weighted average sale price. The highest price at which shares were sold was $961.93 and the lowest price at which shares were sold was $961.46.
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(7)
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Converts into Common Stock on a one-for-one basis.
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(8)
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This award vests based upon the following vesting schedule and the satisfaction of certain business criteria intended to qualify the award as tax-deductible compensation under Section 162(m) of the Internal Revenue Code: 361 shares on each of May 15, 2013, August 15, 2013, and November 15, 2013; 360 shares on February 15, 2014; 1,428 shares on each of May 15, 2014, August 15, 2014, November 15, 2014, and February 15, 2015; 508 shares on each of May 15, 2015, August 15, 2015, November 15, 2015, and February 15, 2016; 4,788 shares on May 15, 2016; 4,787 shares on each of August 15, 2016, November 15, 2016, and February 15, 2017; 3,689 shares on May 15, 2017; and 3,688 shares on each of August 15, 2017, November 15, 2017, and February 15, 2018.
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(9)
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This award vests based upon the following vesting schedule and the satisfaction of certain business criteria intended to qualify the award as tax-deductible compensation under Section 162(m) of the Internal Revenue Code: 1,036 shares on each of May 15, 2017 and August 15, 2017; 1,037 shares on each of November 15, 2017 and February 15, 2018; 1,667 shares on each of May 15, 2018 and August 15, 2018; 1,668 shares on each of November 15, 2018 and February 15, 2019; 1,692 shares on each of May 15, 2019, August 15, 2019, November 15, 2019, and February 15, 2020; 2,791 shares on each of May 15, 2020, August 15, 2020, and November 15, 2020; 2,792 shares on February 15, 2021; 2,153 shares on each of May 15, 2021, August 15, 2021, and November 15, 2021; and 2,154 shares on February 15, 2022.
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Remarks:
The reporting person undertakes to provide, upon request by the staff of the SEC, the issuer, or a security holder of the issuer, full information regarding the number of shares transacted at each price, with respect to all transactions reported on this Form 4.
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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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Blackburn Jeffrey M
P.O. BOX 81226
SEATTLE, WA 98108-1226
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Senior Vice President
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Signatures
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/s/ Jeffrey M. Blackburn, Senior Vice President
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5/16/2017
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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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