Statement of Changes in Beneficial Ownership (4)
January 31 2013 - 4:53PM
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
*
LAIRD THOMAS E
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2. Issuer Name
and
Ticker or Trading Symbol
HUDSON CITY BANCORP INC
[
HCBK
]
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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)
Executive Vice President
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(Last)
(First)
(Middle)
WEST 80 CENTURY ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/29/2013
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(Street)
PARAMUS, NJ 07652
(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 $0.01 per share
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1
(5)
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D
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Common Stock, par value $0.01 per share
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535536
(5)
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I
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By Trust
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Common Stock, par value $0.01 per share
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213711
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I
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By PIB
(3)
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Common Stock, par value $0.01 per share
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79886
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I
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By ESOP
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Common Stock, par value $0.01 per share
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910
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I
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As Custodian
(4)
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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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$13.12
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1/29/2013
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A
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75000
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(1)
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1/18/2020
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Common Stock
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75000
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$0
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75000
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D
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Deferred Stock Unit
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$0
(6)
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1/29/2013
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A
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10185
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(6)
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(6)
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Common Stock
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10185
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$0
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10185
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D
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Phantom Stock Units
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$0
(2)
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12/31/2011
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A
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V
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3430
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(2)
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(2)
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Common Stock
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3430
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$0
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14563
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D
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Stock Option (Right to Buy)
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$15.69
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1/25/2011
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1/24/2018
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Common Stock
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150000
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150000
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D
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Stock Option (Right to Buy)
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$12.76
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7/21/2009
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7/20/2016
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Common Stock
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150000
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150000
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D
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Stock Option (Right to Buy)
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$12.03
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1/24/2012
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1/22/2019
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Common Stock
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127500
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127500
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D
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Stock Option (Right to Buy)
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$12.22
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1/13/2006
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2/18/2014
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Common Stock
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103706
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103706
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D
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Stock Option (Right to Buy)
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$12.76
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1/20/2009
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7/20/2016
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Common Stock
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75000
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75000
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D
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Stock Option (Right to Buy)
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$13.78
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1/26/2010
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1/25/2017
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Common Stock
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67500
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67500
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D
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Explanation of Responses:
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(
1)
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Performance Stock Option grant, on January 19, 2010 to purchase 150,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan. The options were to vest on January 19, 2013 based on 1) satisfaction of certain corporate performance measures and 2) approval by the Company's Compensation Committee that the measures were satisfied. 50 percent of the performance criteria have been met and, on January 29, 2013, approved. Accordingly, 75,000 options vested on January 29, 2013.
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(
2)
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The reporting person is due, upon retirement, the equivalent dollar value of 14,563 shares at December 31, 2011 through the Hudson City Savings Bank ESOP Restoration Plan.
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(
3)
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Shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan.
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(
4)
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The shares are held by the reporting person as custodian for the reporting person's children under the New Jersey Uniform Transfers to Minors Act.
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(
5)
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Since the reporting person's last report, 45,000 shares directly beneficially owned were transferred to indirectly beneficially owned by Trust.
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(
6)
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Represents the number of shares issuable upon future settlement of Variable Deferred Stock Units granted on March 30, 2012 based on the Company's return on equity for 2012, as certified by the Compensation Committee of the Board of Directors on January 29, 2013. Such Variable Deferred Stock Units will vest and settle on March 30, 2015 assuming continued employment through such date. Pro-rated, accelerated vesting and settlement may occur in the event of death, disability, retirement. Accelerated vesting and settlement may also occur in the event of discharge without cause or resignation with good reason following a change in control.
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Remarks:
Performance Deferred Stock Unit award, on 3/30/12, for 33,811 shares of common stock which will vest on 3/30/15. Performance Stock Option grant, on 3/15/11, to purchase 45,900 shares of common stock at $9.50 per share. These options have a 10-yr term ending 3/14/21 and become exercisable on 3/15/14. Performance Deferred Stock Unit award, on 3/15/11, for 33,800 shares of common stock which will vest on 3/15/14. Terms may end earlier than 10 years in certain circumstances. Vesting is tied to satisfaction, by the exercisable dates, and approval by the Company's Compensation Committee, of certain corporate performance measures specific to each grant and award, and continuous service by the reporting person through such dates. Under applicable SEC regulations, these option grants and awards are reportable in Table II of Form 4 only if and when the performance conditions have been satisfied.
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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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LAIRD THOMAS E
WEST 80 CENTURY ROAD
PARAMUS, NJ 07652
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Executive Vice President
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Signatures
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Veronica A. Olszewski, Attorney-in-fact
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1/31/2013
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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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