Statement of Changes in Beneficial Ownership (4)
September 17 2018 - 5:23PM
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
*
MALONE JOHN C
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2. Issuer Name
and
Ticker or Trading Symbol
Discovery, Inc.
[
DISCA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
ONE DISCOVERY PLACE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/13/2018
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(Street)
SILVER SPRING, MD 20910
(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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Series C Common Stock
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9/13/2018
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J/K
(1)
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188100
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D
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(1)
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7879498
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D
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Series C Common Stock
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9/13/2018
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J/K
(2)
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21614
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D
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(2)
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7857884
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D
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Series C Common Stock
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9/14/2018
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J/K
(3)
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188452
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D
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(3)
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7669432
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D
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Series C Common Stock
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9/14/2018
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J/K
(4)
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21655
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D
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(4)
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7647777
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D
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Series C Common Stock
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557000
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I
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By Trust
(5)
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Series C Common Stock
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1316424
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I
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By Spouse
(6)
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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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Forward sale contract (obligation to sell)
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(7)
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9/13/2018
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J/K
(7)
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1
(1)
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(8)
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(8)
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Series C Common Stock
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440000
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$0.00
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1
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D
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Forward sale contract (obligation to sell)
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(9)
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9/13/2018
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J/K
(9)
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1
(2)
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(10)
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(10)
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Series C Common Stock
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50560
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$0.00
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1
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D
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Forward sale contract (obligation to sell)
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(7)
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9/14/2018
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J/K
(7)
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1
(3)
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(8)
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(8)
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Series C Common Stock
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220000
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$0.00
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0
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D
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Forward sale contract (obligation to sell)
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(9)
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9/14/2018
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J/K
(9)
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1
(4)
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(10)
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(10)
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Series C Common Stock
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25280
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$0.00
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0
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D
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Explanation of Responses:
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(1)
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On September 13, 2018, the nineteenth component of the amended forward (as defined and described below) matured. The Reporting Person elected to physically settle the amended forward, as further described in the Remarks section. The settlement price for the nineteenth component was above the amended forward cap price; therefore, the Reporting Person delivered 188,100 shares of the Issuer's Series C common stock ("DISCK") to the counterparty (as defined below) and retained 31,900 shares of DISCK.
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(2)
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On September 13, 2018, the nineteenth component of the 2017 forward (as defined and described below) matured. The Reporting Person elected to physically settle the 2017 forward, as further described in the Remarks section. The settlement price for the nineteenth component was above the 2017 forward cap price; therefore, the Reporting Person delivered 21,614 shares of DISCK to the counterparty and retained 3,666 shares of DISCK.
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(3)
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On September 14, 2018, the twentieth component of the amended forward matured. The Reporting Person elected to physically settle the amended forward, as further described in the Remarks section. The settlement price for the twentieth component was above the amended forward cap price; therefore, the Reporting Person delivered 188,452 shares of DISCK to the counterparty and retained 31,548 shares of DISCK.
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(4)
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On September 14, 2018, the twentieth component of the 2017 forward matured. The Reporting Person elected to physically settle the 2017 forward, as further described in the Remarks section. The settlement price for the twentieth component was above the 2017 forward cap price; therefore, the Reporting Person delivered 21,655 shares of DISCK to the counterparty and retained 3,625 shares of DISCK.
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(5)
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The reporting person is the sole trustee of, and with his spouse, retains a unitrust interest in the trust.
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(6)
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The reporting person disclaims beneficial ownership of the shares owned by his spouse.
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(7)
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On July 20, 2012, the reporting person entered into a long-dated post-paid variable forward sale contract (the "2012 forward") with an unaffiliated counterparty (the "counterparty") relating to a maximum of 2,200,000 shares of DISCK, divided into 20 components. On August 6, 2014, the Issuer completed a 2-for-1 stock split in the form of a share dividend, and as a result, the 2012 forward was automatically adjusted to relate to 4,400,000 shares of DISCK. On August 15, 2017, the reporting person and the counterparty entered into an amendment and restatement to the 2012 forward (the "amended forward") relating to a maximum of 4,400,000 shares of DISCK, divided into 20 components each relating to 220,000 shares (each, the "Number of Shares"). The amended forward floor price and the amended forward cap price were determined based on a reference price for shares of DISCK as of August 15, 2017. The amended forward may be settled on a physical settlement or cash settlement basis.
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(8)
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The amended forward is divided into 20 components, each with respect to 220,000 shares of DISCK. The components matured on sequential trading days over the period beginning on August 17, 2018 and ending on September 14, 2018.
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(9)
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On August 15, 2017, the reporting person entered into a post-paid variable forward sale contract (the "2017 forward") with the counterparty relating to a maximum of 505,600 shares of DISCK, divided into 20 components. Each component relates to 25,280 shares (each, the "Number of Shares"). The forward floor price and the forward cap price were determined based on a reference price for shares of DISCK as of August 15, 2017. The 2017 forward may be settled on a physical settlement or cash settlement basis.
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(10)
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The 2017 forward is divided into 20 components, each with respect to 25,280 shares of DISCK. The components matured on sequential trading days over the period beginning on August 17, 2018 and ending on September 14, 2018.
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Remarks:
The reporting person elected to physically settle the amended forward and the 2017 forward. Therefore, the reporting person received an amount in cash from the counterparty determined pursuant to the terms of the amended forward or the 2017 forward, respectively, and the number of shares delivered by the reporting person on the settlement date for each component of such contract is as follows: (i) if the closing price of DISCK on the maturity date for that component (each, the "settlement price") was less than or equal to the forward floor price, the reporting person delivered the applicable Number of Shares; (ii) if the settlement price was greater than the forward floor price and less than or equal to the forward cap price, the reporting person delivered a number of shares that permitted him to retain the appreciation in the shares above the forward floor price; and (iii) if the settlement price was greater than the forward cap price, the reporting person delivered a number of shares that permitted him to retain the appreciation in the shares up to but not above the forward cap price.
The trading symbols for the Issuer's Series A, Series B and Series C common stock are, respectively, DISCA, DISCB and DISCK.
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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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MALONE JOHN C
ONE DISCOVERY PLACE
SILVER SPRING, MD 20910
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X
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X
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Signatures
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Stephanie D. Marks, by power of attorney
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9/17/2018
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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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