Statement of Changes in Beneficial Ownership (4)
August 29 2013 - 7:17PM
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
*
Brown James
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2. Issuer Name
and
Ticker or Trading Symbol
FXCM Inc.
[
FXCM
]
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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)
C/O LONG RIDGE EQUITY PARTNERS, 200 MADISON AVENUE, SUITE 1900
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/27/2013
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(Street)
NEW YORK, NY 10016
(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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Class A Common Stock, par value $0.01
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8/27/2013
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C
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125000
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A
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(1)
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225000
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D
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Class A Common Stock, par value $0.01
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8/27/2013
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S
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125000
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D
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$19.21
(3)
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100000
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D
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Class A Common Stock, par value $0.01
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8/27/2013
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C
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375000
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A
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(1)
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375000
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I
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By Trust
(2)
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Class A Common Stock, par value $0.01
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8/27/2013
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S
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375000
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D
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$19.21
(3)
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0
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I
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By Trust
(2)
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Class A Common Stock, par value $0.01
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8/28/2013
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C
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115000
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A
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(1)
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215000
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D
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Class A Common Stock, par value $0.01
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8/28/2013
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S
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115000
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D
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$19.14
(4)
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100000
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D
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Class A Common Stock, par value $0.01
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8/28/2013
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C
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100000
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A
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(1)
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100000
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I
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By Trust
(2)
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Class A Common Stock, par value $0.01
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8/28/2013
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S
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100000
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D
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$19.15
(4)
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0
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I
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By Trust
(2)
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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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Units of FXCM Holdings LLC
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(1)
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8/27/2013
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C
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125000
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(1)
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(1)
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Class A Common Stock
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125000
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$0
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334865
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D
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Units of FXCM Holdings LLC
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(1)
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8/27/2013
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C
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375000
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(1)
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(1)
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Class A Common Stock
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375000
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$0
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577821
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I
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By Trust
(2)
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Units of FXCM Holdings LLC
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(1)
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8/28/2013
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C
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115000
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(1)
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(1)
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Class A Common Stock
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115000
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$0
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219865
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D
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Units of FXCM Holdings LLC
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(1)
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8/28/2013
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C
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100000
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(1)
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(1)
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Class A Common Stock
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100000
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$0
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477821
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I
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By Trust
(2)
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Units of FXCM Holdings LLC
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(1)
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(1)
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(1)
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Class A Common Stock
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459865
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459865
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I
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By LLC
(5)
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Explanation of Responses:
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(
1)
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Pursuant to the terms of an exchange agreement, as of December 7, 2011, units of FXCM Holdings LLC are exchangeable for shares of Class A common stock of FXCM Inc. on a one-for-one basis.
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(
2)
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Held by a trust for the benefit of the Reporting Person's family, for which the Reporting Person's wife serves as trustee. The Reporting Person disclaims beneficial ownership over the securities held by this trust except to the extent of his pecuniary interest therein.
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(
3)
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This price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.00 to $19.33, inclusive. The reporting person undertakes to provide to FXCM Inc., any security holder of FXCM 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 range set forth in this footnote.
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(
4)
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This price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.00 to $19.23, inclusive. The reporting person undertakes to provide to FXCM Inc., any security holder of FXCM 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 range set forth in this footnote.
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(
5)
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Held by a limited liability company, for which the Reporting Person is manager. The Reporting Person disclaims beneficial ownership over the securities held by this limited liability company except to the extent of his pecuniary interest therein.
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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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Brown James
C/O LONG RIDGE EQUITY PARTNERS
200 MADISON AVENUE, SUITE 1900
NEW YORK, NY 10016
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X
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Signatures
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/s/David S. Sassoon, as designated signatory
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8/29/2013
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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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