Amended Statement of Ownership (sc 13g/a)
February 09 2018 - 10:14AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 1)*
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Yatra Online,
Inc.
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(Name of Issuer)
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Ordinary
Shares, par value $0.0001
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(Title of Class of Securities)
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G98338109
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(CUSIP Number)
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December
31, 2017
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
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ý
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 7 Pages)
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______________________________
* The remainder of this cover page shall
be filled out for a reporting person's 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 (the "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).
CUSIP No.
G98338109
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13G/A
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Page
2
of 7 Pages
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1
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NAMES OF REPORTING PERSONS
Rotation Capital Management, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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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
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
6,680,599 (including 6,509,701 shares issuable upon exercise of warrants)*
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
6,680,599 (including 6,509,701 shares issuable upon exercise of warrants)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,680,599 (including 6,509,701 shares issuable upon exercise of warrants)*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
*
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12
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TYPE OF REPORTING PERSON
IA
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* As more fully described in Item 4, the reported warrants are subject
to a 9.8% blocker and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in Item
4, rows (6), (8) and (9) show the number of Ordinary Shares that would be issuable upon the exercise of these warrants in full
and do not give effect to such blocker. Therefore, the actual number of Ordinary Shares beneficially owned by such Reporting Person,
after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).
CUSIP No.
G98338109
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13G/A
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Page
3
of 7 Pages
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1
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NAMES OF REPORTING PERSONS
Matthew Rothfleisch
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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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
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
6,680,599 (including 6,509,701 shares issuable upon exercise of warrants)*
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
6,680,599 (including 6,509,701 shares issuable upon exercise of warrants)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,680,599 (including 6,509,701 shares issuable upon exercise of warrants)*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%*
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12
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TYPE OF REPORTING PERSON
IN
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* As more fully described in Item 4, the reported warrants are subject
to a 9.8% blocker and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in Item
4, rows (6), (8) and (9) show the number of Ordinary Shares that would be issuable upon the exercise of these warrants in full
and do not give effect to such blocker. Therefore, the actual number of Ordinary Shares beneficially owned by such Reporting Person,
after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).
CUSIP No.
G98338109
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13G/A
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Page
4
of 7 Pages
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Item 1(a).
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NAME OF ISSUER.
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The name of the issuer is Yatra Online, Inc. (the "
Company
").
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Item 1(b).
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
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The Company's principal executive offices are located at 1101-03,
11th Floor, Tower-B,
Unitech Cyber Park, Sector 39, Gurgaon, Haryana 122002,
India.
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Item 2(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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Rotation Capital Management, LP, a Delaware limited partnership (the "
Investment Manager
"), with respect to the Shares (as defined in Item 2(d) below) directly held by Rotation Capital Credit Opportunities Fund, Ltd., a Cayman Islands exempted company (the "
Rotation Fund
"); and
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(ii)
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Mr. Matthew Rothfleisch ("
Mr. Rothfleisch
") with respect to the Shares directly held by the Rotation Fund.
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The foregoing persons are hereinafter sometimes collectively referred to as the "
Reporting Persons
."
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The Investment Manager serves as the investment manager to the Rotation Fund. The general partner of the Investment Manager is Rotation Capital Partners, LLC (the "
General Partner
"). Mr. Rothfleisch is the managing member of the General Partner. The filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein. Mr. Rothfleisch expressly disclaims beneficial ownership of the Shares.
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Item 2(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 each of
the Reporting Persons is 489 Fifth Avenue, 11
th
Floor, New York, NY 10017.
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Item 2(c).
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CITIZENSHIP:
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The Investment Manager is a Delaware limited
partnership. Mr. Rothfleisch is a citizen of the United States.
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Item 2(d).
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TITLE OF CLASS OF SECURITIES:
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Ordinary Shares, par value $0.0001 par value
(the "
Shares
").
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Item 2(e).
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CUSIP NUMBER:
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G98338109
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CUSIP No.
G98338109
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13G/A
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Page
5
of 7 Pages
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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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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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ý
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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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Employee benefit plan or endowment fund in accordance
with
Rule 13d-1(b)(1)(ii)(F);
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(g)
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Parent holding company or control person in
accordance with
Rule 13d-1(b)(1)(ii)(G);
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(h)
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Savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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Church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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(j)
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Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please
specify the type of institution:__________________________
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The information required by Items 4(a) - (c) is set forth in Rows
5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentages used herein and in the rest of this Schedule 13G/A
are calculated based on a total of 28,913,529 Ordinary Shares issued and outstanding as of December 19, 2017 as reflected in the
Company's post-effective amendment to the Registration Statement on Form F-1 filed with the Securities and Exchange Commission
on December 19, 2017, and assumes the exercise of the reported warrants subject to the 9.8% Blocker (as defined below).
Pursuant to the terms of the warrants, the Reporting Persons
are are prohibited from exercising the warrants if the Reporting Persons would beneficially own, after any such
exercise more than 9.8% of the outstanding Ordinary Shares (the "
9.8% Blocker
") and the percentage
set forth in Row (11) of the cover page for each Reporting Person gives effect to the 9.8% Blocker. Consequently, at
this time, the Reporting Persons are not able to exercise all of the warrants due to the 9.8% Blocker.
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CUSIP No.
G98338109
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13G/A
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Page
6
of 7 Pages
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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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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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See Item 2.
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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.
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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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Not applicable.
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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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Each of the Reporting Persons hereby makes the following certification:
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By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired 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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CUSIP No.
G98338109
|
13G/A
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Page
7
of 7 Pages
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SIGNATURES
After reasonable
inquiry and to the best of his or its knowledge and belief, each of the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATED: February 9, 2018
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ROTATION CAPITAL MANAGEMENT, LP
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By: ROTATION CAPITAL PARTNERS, LLC, its general partner
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By:
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/s/ Matthew Rothfleisch
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Name: Matthew Rothfleisch
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Title: Managing Member
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/s/ Matthew Rothfleisch
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Matthew Rothfleisch
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