UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Liberated Syndication Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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ERIC SHAHINIAN
CAMAC PARTNERS, LLC
350 PARK AVENUE, 13TH FLOOR
NEW YORK, NY 10022
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914-629-8496
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices
and Communications)
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12/31/2018
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(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
The information required on 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
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Camac Partners, LLC
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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)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware, United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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1,530,999
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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1,530,999
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,530,999
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.2%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
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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)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware, United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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1,530,999
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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1,530,999
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,530,999
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.2%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
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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)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware, United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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1,530,999
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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1,530,999
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,530,999
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.2%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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1
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NAMES OF REPORTING PERSONS
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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)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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1,530,999
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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1,530,999
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,530,999
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.2%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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Item 1.
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Security and Issuer
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This statement on Schedule 13D is filed with the Securities and Exchange Commission on January 8, 2019 by the Reporting Person (defined
below) with respect to the Common Stock of Liberated Syndication Inc. (the “Issuer” or the “Company”). The principal executive office address of the Issuer is 5001 Baum Blvd., Suite 770 Pittsburgh, PA 15213.
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Item 2.
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Identity and Background
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(a)
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This Schedule 13D is filed by:
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(i)
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Camac Partners, LLC, a Delaware limited liability company (“Camac Partners”);
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(ii)
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Camac Capital, LLC, a Delaware limited liability company (“Camac Capital”);
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(iii)
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Camac Fund, LP, a Delaware partnership (“Camac Fund”); and
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(iv)
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Eric Shahinian, an individual, residing in New York (“Eric Shahinian”), who serves as the manager of Camac Capital, LLC.
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Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons”. Each of the Reporting Persons,
is party to that certain Joint Filing Agreement, as further described in Item 6 and filed as an exhibit to this Schedule 13D. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
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(b)
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The address of the principal office of each of the Reporting Persons is
350 Park Avenue, 13
th
Floor, New York, NY 10022.
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(c)
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The principal business of Camac Fund is investing in securities. Camac Partners is the investment manager of Camac Fund. Camac Capital is the general partner of Camac Fund.
The principal occupation of Eric Shahinian is serving as the manager of Camac Capital.
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(d)
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During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect
to such laws.
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(f)
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Camac Partners, Camac Capital, and Camac Fund are organized under the laws of Delaware. Eric Shahinian is a United States Citizen.
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Item 3.
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Source and Amount of Funds or Other Consideration
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The shares purchased by Camac Fund were purchased with working capital (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business). The aggregate purchase price of the
1,530,999
shares beneficially owned by Camac Fund is approximately
$2,083,842, including brokerage commissions.
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Item 4.
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Purpose of Transaction
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The Reporting Persons purchased the securities of the Issuer reported herein based on the Reporting Persons' belief that such
securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of
the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor to (i) increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of
securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) enter into transactions that increase or hedge their economic exposure to
the securities of the Issuer without affecting their beneficial ownership of the Shares.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs
(a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their investments in the Issuer on a periodic basis and may from
time to time engage in communications and discussions with management and the Board of Directors of the Issuer (the "Board") and other stockholders of the Issuer concerning, among other things, Board composition and corporate governance,
appropriate compensation levels of management and the Board, and the proper utilization of cash flow.
The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or
formulate plans or proposals with respect thereto.
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Item 5.
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Interest in Securities of the Issuer
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(a)
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The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 29,721,974 shares of Common Stock outstanding, which is the
total number of shares of Common Stock reported outstanding as of the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2018 (29,776,974) less Common Stock purchased by the Issuer
reported on Form 4, filed with the Securities and Exchange Commission on December 4, 2018 (55,000).
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As of the close of business on the date hereof, Camac Fund beneficially owned
1,530,999
shares of Common Stock.
Percentage: Approximately 5.2%
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(b)
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By virtue of their respective positions with Camac Fund, each of Camac Partners, Camac Capital, and Eric Shahinian may be deemed to have shared power to vote and dispose of
the Shares reported owned by Camac Fund.
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(c)
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Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days.
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(d)
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No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the
shares of Common Stock.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Exhibit 99.1
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Joint Filing Agreement.
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Item 7.
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Material to be Filed as Exhibits
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: January 8, 2019
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Camac Partners, LLC
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By: Camac Capital, LLC,
its general partner
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By:
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/s/ Eric Shahinian
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Eric Shahinian
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Managing Member of the GP
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Camac Capital, LLC
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By:
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/s/ Eric Shahinian
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Eric Shahinian
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Managing Member
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By:
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/s/ Eric Shahinian
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Eric Shahinian
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Camac Fund, LP
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By: Camac Capital, LLC,
its general partner
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By:
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/s/ Eric Shahinian
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Name: Eric Shahinian
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Title: Managing Member of the GP
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Transactions in the Shares by the Reporting Persons During the Past
60 Days
CAMAC FUND, LP
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Date of
Purchase
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Shares of Common Stock
Purchased
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Price Per
Share ($)
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11/09/18
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900
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$
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1.61
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11/12/18
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7,831
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$
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1.59
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11/13/18
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6,490
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$
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1.59
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11/15/18
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200
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$
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1.63
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12/28/18
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2,000
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$
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1.27
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12/31/18
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5,839
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$
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1.18
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01/03/19
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21,420
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$
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1.31
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01/07/19
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22,584
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$
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1.36
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