Statement of Changes in Beneficial Ownership (4)
November 06 2018 - 5:34PM
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
*
CRANDELL KEITH
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2. Issuer Name
and
Ticker or Trading Symbol
Twist Bioscience Corp
[
TWST
]
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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)
8755 W. HIGGINS ROAD, SUITE 1025
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/2/2018
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(Street)
CHICAGO, IL 60631
(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
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11/2/2018
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C
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1182645
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A
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(1)
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1182645
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I
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See footnotes
(2)
(3)
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Common Stock
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11/2/2018
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C
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718275
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A
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(1)
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1900920
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I
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See footnotes
(2)
(3)
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Common Stock
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11/2/2018
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C
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266776
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A
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(1)
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2167696
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I
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See footnotes
(2)
(3)
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Common Stock
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11/2/2018
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C
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224726
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A
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(1)
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2392422
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I
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See footnotes
(2)
(3)
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Common Stock
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11/2/2018
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P
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15000
(4)
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A
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$14.00
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2407422
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I
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See footnotes
(2)
(3)
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Common Stock
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11/2/2018
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C
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894146
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A
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(1)
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894146
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I
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See footnotes
(3)
(5)
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Common Stock
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11/2/2018
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P
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60000
(4)
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A
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$14.00
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954146
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I
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See footnotes
(3)
(5)
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Common Stock
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0
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D
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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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Series A Preferred Stock
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(1)
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11/2/2018
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C
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1182645
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(1)
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(6)
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Common Stock
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1182645
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(1)
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0
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I
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See footnotes
(2)
(3)
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Series B Preferred Stock
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(1)
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11/2/2018
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C
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718275
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(1)
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(6)
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Common Stock
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718275
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(1)
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0
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I
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See footnotes
(2)
(3)
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Series C Preferred Stock
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(1)
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11/2/2018
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C
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266776
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(1)
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(6)
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Common Stock
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266776
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(1)
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0
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I
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See footnotes
(2)
(3)
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Series D Preferred Stock
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(1)
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11/2/2018
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C
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224726
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(1)
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(6)
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Common Stock
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224726
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(1)
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0
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I
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See footnotes
(2)
(3)
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Series D Preferred Stock
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(1)
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11/2/2018
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C
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894146
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(1)
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(6)
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Common Stock
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894146
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(1)
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0
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I
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See footnotes
(3)
(5)
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Explanation of Responses:
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(1)
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Upon closing of the Issuer's initial public offering, each share of preferred stock was automatically converted into one share of the Issuer's common stock, for no additional consideration, on a 1:1 basis.
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(2)
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The shares are directly held by ARCH Venture Fund VII, L.P. ("ARCH Fund VII"). The sole general partner of ARCH Fund VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"), which may be deemed to be the beneficial owner of the shares held by ARCH Fund VII. The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"), which may be deemed to be the beneficial owner of the shares held by ARCH Fund VII. ARCH Partners VII and ARCH VII LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
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(3)
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Keith Crandell is a managing director of ARCH VII LLC and AVP GPLLC, and may be deemed to beneficially own the shares held by ARCH Fund VII and ARCH Overage. Mr. Crandell disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
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(4)
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Reflects shares purchased in the Issuer's initial public offering.
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(5)
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The shares are directly held by ARCH Venture Fund VIII Overage, L.P. ("ARCH Overage"). The sole general partner of ARCH Overage is ARCH Venture Partners VIII, LLC ("AVP GPLLC"), which may be deemed to be the beneficial owner of the shares held by ARCH Overage. AVP GPLLC disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
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(6)
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The expiration date is not relevant to the conversion of these securities.
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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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CRANDELL KEITH
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL 60631
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X
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X
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Signatures
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/s/ William Solis, as Attorney-in-Fact
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11/6/2018
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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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