- Statement of Changes in Beneficial Ownership (4)
November 19 2010 - 5:01PM
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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Tracy Christopher Owen
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2. Issuer Name
and
Ticker or Trading Symbol
Ancestry.com Inc.
[
ACOM
]
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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)
Sr. VP of Global Content
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(Last)
(First)
(Middle)
360 WEST 4800 NORTH
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/17/2010
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(Street)
PROVO, UT 84604
(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 $.001
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11/17/2010
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M
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4999
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A
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$4.60
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4999
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D
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Common Stock, par value $.001
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11/17/2010
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M
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10000
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A
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$5.40
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14999
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D
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Common Stock, par value $.001
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11/17/2010
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S
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14999
(1)
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D
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$25.93
(2)
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0
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D
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Common Stock, par value $.001
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11/17/2010
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M
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24365
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A
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$5.40
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24365
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D
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Common Stock, par value $.001
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11/17/2010
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S
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24365
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D
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$24.765
(3)
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0
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D
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Common Stock, par value $.001
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11/18/2010
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M
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5635
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A
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$5.40
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5635
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D
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Common Stock, par value $.001
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11/18/2010
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S
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5635
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D
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$24.765
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0
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D
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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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Common Stock Option (right to buy)
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$5.40
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11/17/2010
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M
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10000
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(4)
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3/27/2018
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Common Stock, $0.001 par value
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10000
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$0.00
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90000
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D
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Common Stock Option (right to buy)
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$5.40
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11/17/2010
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M
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24365
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(4)
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3/27/2018
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Common Stock, $0.001 par value
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24365
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$0.00
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65635
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D
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Common Stock Option (right to buy)
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$5.40
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11/18/2010
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M
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5635
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(4)
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3/27/2018
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Common Stock, $0.001 par value
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5635
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$0.00
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60000
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D
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Common Stock Option (right to buy)
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$4.60
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11/17/2010
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M
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4999
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(5)
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11/18/2014
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Common Stock, $0.001 par value
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4999
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$0.00
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0
(6)
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D
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Common Stock Option (right to buy)
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$7.36
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(7)
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5/27/2019
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Common Stock, $0.001 par value
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75000
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75000
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D
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Explanation of Responses:
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(
1)
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The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 sales plan adopted by Mr. Tracy on June 18, 2010.
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(
2)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.74 to $26.09, inclusive. The reporting person undertakes to provide to Ancestry.com Inc., any security holder of Ancestry.com Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
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(
3)
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The price reported in Column 4 is a net price, after deducting the underwriting discount and commissions from the public sale price of $26.00 in the Ancestry.com Inc. underwritten secondary public offering on November 17, 2010.
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(
4)
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Option granted on March 27, 2008. The option, representing a right to purchase 100,000 shares, vests over four years with 1/4 of the total number of shares subject to the option having vested on January 1, 2009 and 1/48 of the total number of shares subject to the option vesting monthly thereafter.
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(
5)
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Option granted on January 20, 2006. The option, representing a right to purchase 50,000 shares, is fully vested and immediately exercisable.
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(
6)
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Reflects a reduction by one share to correct a previous rounding error.
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(
7)
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Option granted on May 27, 2009. The option, representing a right to purchase 75,000 shares, vests over four years with 1/4 of the total number of shares subject to the option having vested on the first anniversary of the date of grant and 1/48 of the total number of shares subject to the option vesting monthly thereafter.
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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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Tracy Christopher Owen
360 WEST 4800 NORTH
PROVO, UT 84604
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Sr. VP of Global Content
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Signatures
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/s/ Christopher Brookhart, Attorney-in-Fact
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11/19/2010
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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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