Arris Group Inc - Statement of Changes in Beneficial Ownership (4)
December 18 2007 - 5:36PM
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
*
WOODLE DAVID A
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2. Issuer Name
and
Ticker or Trading Symbol
ARRIS GROUP INC
[
ARRS
]
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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)
3871 LAKEFIELD DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/14/2007
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(Street)
SUWANEE, GA 30024
(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
(1)
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12/14/2007
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A
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49177
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A
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$0.00
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49177
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D
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Common stock
(2)
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12/14/2007
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A
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12651
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A
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$0.00
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12651
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I
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401(k) Plan
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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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Phantom stock units
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(3)
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12/14/2007
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A
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44914
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(3)
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(3)
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Common stock
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44914
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$0.00
(2)
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44914
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D
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Stock option
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$19.20
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12/14/2007
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A
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197174
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(4)
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5/22/2008
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Common stock
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197174
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$0.00
(5)
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197174
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D
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Stock option
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$13.09
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12/14/2007
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A
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100955
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(4)
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10/4/2008
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Common stock
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100955
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$0.00
(5)
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100955
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D
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Stock option
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$3.15
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12/14/2007
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A
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114636
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(4)
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8/19/2011
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Common stock
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114646
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$0.00
(5)
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114636
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D
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Stock option
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$7.07
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12/14/2007
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A
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143295
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(4)
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8/17/2012
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Common stock
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143295
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$0.00
(5)
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143295
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D
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Stock option
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$6.85
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12/14/2007
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A
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114636
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(4)
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10/11/2012
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Common stock
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114636
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$0.00
(5)
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114636
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D
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Stock option
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$5.97
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12/14/2007
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A
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85977
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(4)
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6/28/2013
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Common stock
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85977
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$0.00
(5)
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85977
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D
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Stock option
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$6.84
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12/14/2007
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A
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85977
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(4)
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7/4/2014
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Common stock
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85977
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$0.00
(5)
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85977
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D
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Stock option
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$12.57
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12/14/2007
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A
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171954
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(4)
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7/1/2015
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Common stock
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171954
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$0.00
(5)
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171954
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D
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Explanation of Responses:
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(
1)
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Received in connection with the acquisition of C-COR Incorporated ("C-COR") by ARRIS Group Inc. ("ARRIS"), effected on December 14, 2007 (the "Merger"), and pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and amont C-COR, ARRIS and Air Merger Subsidiary, Inc., dated September 23, 2007. Each share of C-COR common stock was exchanged for either (a) $13.75 in cash or (b)1.0245 shares of ARRIS common stock having a market value of $10.19 per share on the effective date of the merger and $0.688 in cash, plus in each case, cash in lieu of any fractional share interest, in accordance with the reporting person's election and the proration procedures contained in the Merger Agreement.
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(
2)
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Represents securities previously held in C-COR's qualified 401(k) retirement plan. Received in connection with the Merger and pursuant to the Merger Agreement, each share of C-COR common stock was exchanged for 1.0245 shares of ARRIS commong stock having a market value of $10.19 per share on the effective date of the merger and $0.688 in cash, pls in each case, cash in lieu of any fractional share interest, in accordance with the proration procedures contained in the Merger Agreement.
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(
3)
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These Phantom Stock Units replaced phantom stock units that were acquired at various prices under C-COR's non-qualified retirement savings and profit shareing plan and are exercisable upon the reporting person's retirement and may be taken in the form of stock or cash
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(
4)
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All stock options became fully vested at the time of the merger between C-COR Incorporate ("C-COR") and ARRIS Group, Inc. ("ARRIS"), effected on December 14, 2007 (the "Merger").
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(
5)
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Acquired in connection with the Merger and pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among C-COR, ARRIS and Air Merger Subsidiary, Inc., dated September 23, 2007. These stock options were received in exchange for stock options that represented a right to purchase an amount of C-COR common stock equal to the number of shares of ARRIS common stock, having a market value of $10.19 per share on the effective date of the merger, subject to the stock options multiplied by 1.1464. The exercise price for the replaced stock options is determined by dividing the exercise price of the stock options by 1.1464.
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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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WOODLE DAVID A
3871 LAKEFIELD DRIVE
SUWANEE, GA 30024
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X
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Signatures
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By POA /s/ Lawrence Margolis
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12/18/2007
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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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