- Amended Statement of Ownership (SC 13G/A)
February 17 2010 - 6:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No.
01
)*
Genesis Energy LP
(Name
of Issuer)
Common
(Title of Class of Securities)
371927104
December 31, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x
Rule
13d-1(b)
o
Rule
13d-1(c)
o
Rule
13d-1(d)
*
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 (“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
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Neuberger Berman Group 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)
o
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(b)
x
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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
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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
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0
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6
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SHARED VOTING POWER
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1908923
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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2002598
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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2002598
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
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x
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.07%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC
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FOOTNOTES
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Neuberger Berman 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)
o
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(b)
x
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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
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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
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0
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6
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SHARED VOTING POWER
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1908923
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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2002598
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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2002598
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
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x
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.07%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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FOOTNOTES
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Item
1.
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(b)
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Address
of Issuer’s Principal Executive Offices
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919 MILAM
SUITE 2100
HOUSTON TX 77002
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Item
2.
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(a)
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Name
of Person Filing
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Neuberger Berman Group LLC
Neuberger Berman LLC
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(b)
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Address
of Principal Business Office or, if none, Residence
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605 Third Avenue
New York NY 10158
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(d)
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Title
of Class of Securities
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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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o
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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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o
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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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o
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
o
78c).
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(d)
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o
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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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o
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A
savings associations 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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o
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A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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x
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Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
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Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
2,002,598
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(b)
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Percent of class: 5.07
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
0
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(ii)
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Shared power to vote or to direct the vote:
1,908,923
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(iii)
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Sole power to dispose or to direct the disposition of:
0
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(iv)
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Shared power to dispose or to direct the disposition of:
2,002,598
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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
o
.
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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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Neuberger Berman Group LLC may be deemed to be a beneficial owner of securities for purposes of Rule 13d-3 because certain affiliated persons have shared power to retain or dispose of the securities of many unrelated clients. Neuberger Berman Group LLC or its affiliated persons do not, however, have any economic interest in the securities of those clients. The clients are the actual owners of the securities and have the sole right to receive and the power to direct the receipt of dividends from or proceeds from the sale of such securities. No one client has an interest of more than 5% of the issuer.
With regard to the Shares set forth under item 4(c)(II), Neuberger Berman Group LLC may be deemed to be the beneficial owner for purposes of Rule 13d-3 because certain affiliated persons have shared power to retain, dispose of and vote the securities. Each of Neuberger Berman LLC and Neuberger Berman Management LLC serve as a sub-adviser and investment manager, respectively, of Neuberger Berman Group LLC’s various registered mutual funds which hold such Shares in the ordinary course of their business and not with the purpose nor with the effect of changing or influencing the control of the issuer. The holdings of Neuberger Berman Fixed Income LLC and NB Alternative Fund Management LLC, affiliates of Neuberger Berman LLC, are also aggregated to comprise the holdings referenced herein.
It should be further noted the Share calculation under item 4(c)(IV) is derived from a total combination of the Shares set forth under Item 4(c)(II) plus any remaining balance of Shares from individual client accounts over which Neuberger Berman LLC has shared power to dispose but does not have voting power over these Shares. The holdings of Neuberger Berman Fixed Income LLC and NB Alternative Fund Management LLC, affiliates of Neuberger Berman LLC, are also aggregated to comprise the holdings referenced herein.
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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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Item
8.
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Identification
and Classification of Members of the Group
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Item
9.
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Notice
of Dissolution of Group
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Item
10.
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Certification
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Not applicable.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
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Neuberger Berman Group LLC
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Date:
February 16, 2010
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By:
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/s/
Kevin Handwerker
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Name: Kevin Handwerker
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Title:
General Counsel
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Neuberger Berman LLC
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Date:
February 16, 2010
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By:
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/s/
Kevin Handwerker
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Name: Kevin Handwerker
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Title:
General Counsel
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Footnotes:
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Item 4(a):
Neuberger Berman Group LLC, Neuberger Berman LLC, Neuberger Berman Management LLC and certain affiliated persons own directly no Shares. As investment advisers, certain affiliated persons that are controlled by Neuberger Berman Group LLC have investment and voting powers with respect to the Shares held.
Neuberger Berman Group LLC, through its direct and indirect subsidiary Neuberger Berman Holdings LLC, controls Neuberger Berman LLC and certain affiliated persons. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of Neuberger Berman Group LLC, Neuberger Berman LLC and Neuberger Berman Management LLC may be deemed to beneficially own the number of shares indicated above. Each of Neuberger Berman Group LLC, Neuberger Berman LLC, Neuberger Berman Management LLC and certain affiliated persons disclaim beneficial ownership of any of the securities covered by this statement.
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Attention:
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Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001)
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