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Item 1.
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(a)
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Name of Issuer
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Famous Daves of America
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(b)
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Address of Issuers Principal Executive Offices
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12701 Whitewater Drive, Suite 200
Minnetonka, MN 55343
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Item 2.
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(a)
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Name of Person Filing
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This statement is filed by:
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(i)
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Whitebox Advisors, LLC, a Delaware limited liability company (WA);
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(ii)
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Whitebox Multi-Strategy Advisors, LLC, a Delaware limited liability company (WMSA);
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(iii)
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Whitebox Multi-Strategy Partners, L.P., a British Virgin Islands limited partnership (WMSP);
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(iv)
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Whitebox Multi-Strategy Fund, L.P., a Delaware limited partnership (WMSFLP);
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(v)
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Whitebox Multi-Strategy Fund, Ltd., a British Virgin Islands international business company (WMSFLTD);
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(vi)
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Whitebox Small Cap Long Short Equity Advisors, LLC, a Delaware limited liability company (WSCLSEA);
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(vii)
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Whitebox Small Cap Long Short Equity Partners, L.P., a British Virgin Islands limited partnership (WSCLSEP);
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(viii)
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Whitebox Small Cap Long Short Equity Fund, L.P., a Delaware limited partnership (WSCLSEFLP);
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(ix)
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Whitebox Small Cap Long Short Equity Fund, Ltd., a British Virgin Islands international business company (WSCLSEFLTD);
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(x)
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Pandora Select Advisors, LLC, a Delaware limited liability company (PSA);
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(xi)
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Pandora Select Partners, L.P., a British Virgin Islands limited partnership (PSP);
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(xii)
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Pandora Select Fund, L.P., a Delaware limited partnership (PSFLP);
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(xiii)
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Pandora Select Fund, Ltd., a British Virgin Islands international business company (PSFLTD);
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(xiv)
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HFR RVA Combined Master Trust, a Bermuda limited partnership (HFR);
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(b)
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Address of Principal Business Office or, if none, Residence
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The address of the business office of WA, WMSA, WMSFLP, WSCLSEA, WSCLSEFLP, PSA, and PSFLP is:
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3033 Excelsior Boulevard
Suite 300
Minneapolis, MN 55416
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The address of the business office of WMSP, WMSFLTD, WSCLSEP, WSCLSEFLTD, PSP,
and PSFLTD is:
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Trident Chambers, P.O. Box 146
Waterfront Drive, Wickhams Cay
Road Town, Tortola, British Virgin Islands
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The address of the business office of HFR is:
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HFR RVA Combined Master Trust
65 Front Street
Hamilton, HM 11, Bermuda
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(c)
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Citizenship
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WA, WMSA, WMSFLP, WSCLSEA, WSCLSEFLP, PSA, and PSFLP are organized under the laws of the State of Delaware; WMSP, WMSFLTD, WSCLSEP, WSCLSEFLTD, PSP, and PSFLTD are
organized under the laws of the British Virgin Islands; HFR is organized under the laws of Bermuda.
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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 Number
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307068106
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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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(a)
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¨
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Broker or dealer registered under section 15 of the Act.
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act.
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act.
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940.
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(e)
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x
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
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(g)
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¨
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
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(j)
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¨
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Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership
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(a)
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Amount Beneficially Owned
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WA, acting as an investment adviser to its client, is deemed to be the beneficial owner of 512,523 shares of Common Stock of the Company.
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WMSA, is deemed to beneficially own 400,926 Shares of Common Stock of the company.
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WMSP is deemed to beneficially own 400,926 shares of Common Stock as a result of its ownership of Common Stock of the company
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WMSFLP is deemed to beneficially own 400,926 shares of Common Stock as a result of its indirect ownership of Common Stock of the company
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WMSFLTD is deemed to beneficially own 400,926 shares of Common Stock as a result of its indirect ownership of Common Stock of the company
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WSCLSEA is deemed to beneficially own 67,693 shares of Common Stock of the company.
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WSCLSEP is deemed to beneficially own 67,693 shares of Common Stock as a result of its ownership of Common Stock of the company
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WSCLSEFLP is deemed to beneficially own 67,693 shares of Common Stock as a result of its indirect ownership of Common Stock of the company
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WSCLSEFLTD is deemed to beneficially own 67,693 shares of Common Stock as a result of its indirect ownership of Common Stock of the company
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PSA, is deemed to beneficially own 5,879 Shares of Common Stock of the company.
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PSP is deemed to beneficially own 5,879 shares of Common Stock as a result of its ownership of Common Stock of the company
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PSFLP is deemed to beneficially own 5,879 shares of Common Stock as a result of its indirect ownership of Common Stock of the company
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PSFLTD is deemed to beneficially own 5,879 shares of Common Stock as a result of its indirect ownership of Common Stock of the company
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HFR, is deemed to beneficially own 38,025 Shares of Common Stock as a result of its ownership of Common Stock of the company
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As a result of the relationship described in this statement, each of WA, WMSA, WMSFLP, WMSFLTD, WSCLSEA, WSCLSEFLP, WSCLSEFLTD, PSA, PSFLP, and PSFLTD may be deemed
to possess indirect beneficial ownership of the shares of Common Stock beneficially owned by each of WMSP, WSCLSEP, PSP, and HFR.
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WA, WMSA, WMSFLP, WMSFLTD, WSCLSEA, WSCLSEFLP, WSCLSEFLTD, PSA, PSFLP, and PSFLTD each disclaim indirect beneficial ownership of the shares of Common Stock except to
the extent of their pecuniary interest in such shares.*
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Based on the relationships described herein, these entities may be deemed to constitute a group within the meaning Of Rule 13d-5(b)(1) under the
Securities Exchange Act of 1934. The filing of this statement shall not be construed as An admission that WA, WMSA, WMSP, WMSFLP, WMSFLTD, WSCLSEA, WSCLSEP, WSCLSEFLP, WSCLSEFLTD, PSA, PSP, PSFLP, PSFLTD, and HFR are a group, Or have agreed to act
as a group.*
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(b)
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Percent of Class
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WA beneficially owns 6.1% of the companys Common Stock.*
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WMSA is deemed to beneficially own 4.8 % of the companys Common Stock
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WMSP is deemed to beneficially own 4.8 % of the companys Common Stock
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WMSFLP is deemed to beneficially own 4.8 % of the companys Common Stock
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WMSFLTD is deemed to beneficially own 4.8 % of the companys Common Stock
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WSCLSEA is deemed to beneficially own 0.8 % of the companys Common Stock
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WSCLSEP is deemed to beneficially own 0.8 % of the companys Common Stock
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WSCLSEFLP is deemed to beneficially own 0.8 % of the companys Common Stock
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WSCLSEFLTD is deemed to beneficially own 0.8 % of the companys Common Stock
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PSA is deemed to beneficially own 0.1 % of the companys Common Stock
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PSP is deemed to beneficially own 0.1 % of the companys Common Stock
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PSFLP is deemed to beneficially own 0.1 % of the companys Common Stock
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PSFLTD is deemed to beneficially own 0.1 % of the companys Common Stock
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HFR beneficially owns 0.5 % of the companys Common Stock.*
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The percentage of Common Stock reportedly owned by each entity herein is based on 8,419,000 shares of outstanding Common Stock of the Company, which is the total
number of shares issued and outstanding on October 29th, 2010.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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WA has shared voting power with respect to 512,523 shares of the Issuers Common Stock.
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WMSA, WMSP, WMSFLP, and WMSFLTD, have shared voting power with respect to 400,926 Shares of the Companys Common Stock.
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WSCLSEA, WISCLSEP, WSCLSEFLP, and WSCLSEFLTD have shared voting power with respect to 67,693 Shares of the Companys Common Stock.
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PSA, PSP, PSFLP, and PSFLTD have shared voting power with respect to 5,879 Shares of the Companys Common Stock.
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of
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WA has shared voting power with respect to 512,523 shares of the Issuers Common Stock.
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WMSA, WMSP, WMSFLP, and WMSFLTD, have shared voting power with respect to 400,926 Shares of the Companys Common Stock.
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WSCLSEA, WISCLSEP, WSCLSEFLP, and WSCLSEFLTD have shared voting power with respect to 67,693 Shares of the Companys Common Stock.
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PSA, PSP, PSFLP, and PSFLTD have shared voting power with respect to 5,879 Shares of the Companys Common Stock.
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Instruction.
For computations regarding securities which represent a right to acquire an underlying security
see
§240.13d3(d)(1).
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of
the class of securities, check the following
¨
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Instruction.
Dissolution of a group requires a response to this item.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control
Person.
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Not Applicable
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Item 8.
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Identification and Classification of Members of the Group
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See Item 2
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
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Item 10.
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Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of
business and 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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