- Amended Statement of Ownership (SC 13G/A)
February 01 2011 - 6:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Integra LifeSciences Holdings Corporation
(Name of Issuer)
Common stock, $.01 par value
(Title of Class of Securities)
457985208
(CUSIP Number)
December 31, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
o
Rule 13d-1(c)
þ
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
Richard E. Caruso, Ph.D.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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5
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SOLE VOTING POWER
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NUMBER OF
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64,922 shares*
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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6,623,543*
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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64,922*
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WITH:
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8
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SHARED DISPOSITIVE POWER
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6,623,543*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,688,465 shares*
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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23.67%*
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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*Includes 26,851 shares of common stock that may be acquired upon exercise of options as of or within 60 days of February 1, 2011. Dr. Caruso disclaims beneficial ownership of the shares owned by Tru St Partnership LP, Provco Leasing Corporation and The Uncommon Individual Foundation as described in this Schedule 13G (Amendment No. 8) except to the extent of his pecuniary interest therein.
Page 2 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
Tru St Partnership LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Pennsylvania
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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6,591,205 shares
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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6,591,205 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,591,205 shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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23.32%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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Page 3 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
Provco Leasing Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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6,614,543 shares
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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6,614,543 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,614,543 shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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23.40%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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Page 4 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
The Uncommon Individual Foundation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Pennsylvania
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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9,000 shares
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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9,000 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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9,000 shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.03%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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Page 5 of 9 Pages
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(a)
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Name of Issuer
: Integra LifeSciences Holdings Corporation
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(b)
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Address of Issuers Principal Executive Offices
: 311 Enterprise Drive,
Plainsboro, New Jersey 08536
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Item 2
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(a)
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Name of Person Filing
: See (c) below.
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(b)
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Address of Principal Business Office or, if none, Residence
: See (c) below.
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Richard E. Caruso Ph.D.
795 East Lancaster Ave., Suite 200
Villanova, Pennsylvania 19085
United States citizen
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Tru St Partnership LP
795 East Lancaster Ave, Suite 200
Villanova, Pennsylvania 19085
Pennsylvania limited partnership
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Provco Leasing Corporation
1105 N. Market Street. Suite 602
Wilmington, Delaware 19810
Delaware corporation
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The Uncommon Individual Foundation
795 East Lancaster Ave, Suite 204
Villanova, Pennsylvania 19085
Pennsylvania corporation
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(d)
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Title of Class of Securities
: common stock, $.01 par value.
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(e)
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CUSIP Number
: 457985208
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Item 4
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Ownership
: Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned
: As of December 31, 2010, Dr. Caruso
may be deemed the beneficial owner of 6,688,465 shares of common stock. He
individually holds 38,071 shares and holds options to purchase 26,851 shares of
common stock that are exercisable within 60 days of February 1, 2011. Tru St
Partnership LP (Tru St) may be deemed the beneficial owner of 6,591,205
shares of common stock. Dr. Caruso is the president and sole director of
Provco Leasing Corporation (Provco Leasing). Provco Leasing is the corporate
general partner of Tru St. Provco Leasing is also the beneficial owner of
23,338 shares of common stock. The Uncommon Individual Foundation is the beneficial owner of 9,000 shares of common
stock. Dr. Caruso is the founder and chief executive officer of The Uncommon
Individual Foundation. Dr. Caruso disclaims beneficial ownership of shares held
by Tru St, Provco Leasing and The Uncommon Individual Foundation except to the
extent of his pecuniary interest therein.
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Page 6 of 9 Pages
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(b)
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Percent of Class
: Based on 28,256,442 shares of the Issuers
common stock outstanding as of October 26, 2010 as reported in the Issuers
Form 10-Q for the quarter ended September 30, 2010: Dr. Caruso may be deemed
the beneficial owner of 23.67% of the Issuers common stock; Tru St, may be
deemed the beneficial owner of 23.32% of the Issuers common stock; Provco
Leasing may be deemed the beneficial owner of 23.40% of the Issuers common
stock and The Uncommon Individual Foundation may be deemed the beneficial owner
of 0.03% of the Issuers common stock.
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(c)
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The Reporting Persons have the power to vote or dispose of the
number of shares as follows:
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(i)
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Sole power to vote or direct the vote
. Dr.
Caruso may be deemed to have sole power to vote or direct the vote of
64,922 shares of common stock based on his ownership of 38,071 shares
and options to purchase 26,851 shares of common stock that are
exercisable within 60 days of February 1, 2011.
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(ii)
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Shared power to vote or direct the vote
. Dr.
Caruso, Tru St, Provco Leasing and The Uncommon Individual Foundation
may be deemed to share the power to vote or direct the vote with
respect to 6,623,543 shares of common stock. Dr. Caruso and Tru St may
be deemed to share the power to vote or direct the vote with respect to
6,591,205 shares of common stock. Dr. Caruso and Provco Leasing may be
deemed to share the power to vote or direct the vote with respect to
6,614,543 shares of common stock. Dr. Caruso and The Uncommon
Individual Foundation may be deemed to share the power to vote or
direct the vote with respect to 9,000 shares of common stock.
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(iii)
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Sole power to dispose or direct the
disposition
. Dr. Caruso has sole power to dispose or control the
disposition of 64,922 shares of common stock based on his ownership of
38,071 shares and options to purchase 26,851 shares of common stock
that are exercisable within 60 days of February 1, 2011.
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(iv)
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Shared power to dispose or direct the
disposition.
Dr. Caruso, Tru St Provco Leasing and The Uncommon
Individual Foundation may be deemed to have shared power to dispose of
or shared power to direct the disposition of 6,623,543 shares of common
stock. Dr. Caruso and Tru St may be deemed to have shared power to
dispose of or shared power to direct the disposition of 6,591,205
shares of common stock. Dr. Caruso and Provco Leasing may be deemed to
have shared power to dispose of or shared power to direct the
disposition of 6,614,543 shares of common stock. Dr. Caruso and The
Uncommon Individual Foundation may be deemed to have shared power to
dispose of or direct the disposition of 9,000 shares of common stock.
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Page 7 of 9 Pages
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Item 5
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Ownership of Five Percent or less of a Class
:
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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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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Reported
on by the Parent Holding Company
:
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Item 8
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Identification and Classification of Members of the Group
:
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Exhibit A attached hereto identifies each member of the group filing this Schedule
13G/A pursuant to Rule 13d-1(c).
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Item 9
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Notice of Dissolution of Group
:
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Item 10
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Certification
: Not applicable.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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Date: January 31, 2011
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/s/ Richard E. Caruso
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Richard E. Caruso, Ph.D.
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TRU ST PARTNERSHIP LP
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By:
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/s/ Richard E. Caruso
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Its: President
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PROVCO LEASING CORPORATION
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By:
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/s/ Richard E. Caruso
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Its: President
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THE UNCOMMON INDIVIDUAL FOUNDATION
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By:
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/s/ Richard E. Caruso
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Its: President
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Page 8 of 9 Pages
Exhibit Index
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Exhibit
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Title
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Page No.
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Exhibit A
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Group Members
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12
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Exhibit B
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Joint Filing Agreement
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13
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Page 9 of 9 Pages
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