Statement of Changes in Beneficial Ownership (4)
April 16 2014 - 12:28PM
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
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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
*
Went Gregory T
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2. Issuer Name
and
Ticker or Trading Symbol
Adamas Pharmaceuticals Inc
[
ADMS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
C/O ADAMAS PHARMACEUTICALS, INC., 2200 POWELL ST, STE 220
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/15/2014
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(Street)
EMERYVILLE, CA 94608
(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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4/15/2014
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C
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8
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A
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(1)
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8
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D
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Common Stock
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4/15/2014
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C
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6674
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A
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(2)
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397338
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I
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Gregory T. Went and Marjorie S. Went, Trustees of the Went Family Living Trust Dated 03/24/11
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Common Stock
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6666
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I
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Gregory T. Went, as Custodian for Cora Went under the CA Uniform Transfers to Minors Act
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Common Stock
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6666
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I
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Gregory T. Went, as Custodian for Bridget Went under the CA Uniform Transfers to Minors Act
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Common Stock
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80000
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I
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Gregory T. Went and Marjorie S. Went, Trustees of the 2012 Irrevocable Trust FBO Cora Margaret Went
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Common Stock
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80000
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I
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Gregory T. Went and Marjorie S. Went, Trustees of the 2012 Irrevocable Trust FBO Bridget Elise Went
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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 AA-1 Convertible Preferred Stock
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(1)
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4/15/2014
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C
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8
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(1)
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(3)
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Common Stock
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8
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$0.00
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0
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D
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Series AA Convertible Preferred Stock
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(2)
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4/15/2014
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C
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6674
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(2)
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(3)
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Common Stock
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6674
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$0.00
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0
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I
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Gregory T. Went and Marjorie S. Went, Trustees of the Went Family Living Trust Dated 03/24/11
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Stock Option (Right to Buy)
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$1.875
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(4)
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9/12/2016
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Common Stock
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250000
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250000
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D
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Stock Option (Right to Buy)
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$0.665
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(5)
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11/16/2021
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Common Stock
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250000
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250000
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D
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Stock Option (Right to Buy)
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$0.665
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(6)
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2/22/2022
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Common Stock
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60000
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60000
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D
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Stock Option (Right to Buy)
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$8.995
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(7)
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2/20/2024
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Common Stock
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868000
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868000
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D
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Common Stock Warrant
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$4.50
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(8)
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9/25/2014
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Common Stock
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23110
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23110
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D
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Explanation of Responses:
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(
1)
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Upon the closing of the Issuer's initial public offering, each 1000 shares of Series AA-1 Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.
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(
2)
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Upon the closing of the Issuer's initial public offering, each share of Series AA Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.
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(
3)
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The shares do not have an expiration date.
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(
4)
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The Option shares shall vest as follows: one-fifth (1/5th) of the shares vest one year after April 25, 2006; the balance of the shares vest in a series of forty-eight (48) successive equal monthly installments measured from the first anniversary of April 25, 2006, subject to Reporting Person's Continuous Service (as defined in the Issuer's 2007 Stock Plan) as of each such date. The
Option shares are subject to an early exercise right and may be exercised in full prior to vesting.
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(
5)
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The Option shares shall vest as follows: one-fifth (1/5th) of the shares vest one year after June 30, 2011; the balance of the shares vest in a series of forty-eight (48) successive equal monthly installments measured from the first anniversary of June 30, 2011, subject to Reporting Person's Continuous Service (as defined in the Issuer's 2007 Stock Plan) as of each such date. The Option shares are subject to an early exercise right and may be exercised in full prior to vesting.
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(
6)
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The Option shares shall vest as follows: one-fifth (1/5th) of the shares vest one year after February 1, 2012; the balance of the shares vest in a series of forty-eight (48) successive equal monthly installments measured from the first anniversary of February 1, 2012, subject to Reporting Person's Continuous Service (as defined in the Issuer's 2007 Stock Plan) as of each such date. The Option shares are subject to an early exercise right and may be exercised in full prior to vesting.
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(
7)
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The Option shares shall vest as follows: one-fifth (1/5th) of the shares vest one year after February 20, 2014; the balance of the shares vest in a series of forty-eight (48) successive equal monthly installments measured from the first anniversary of February 20, 2014, subject to Reporting Person's Continuous Service (as defined in the Issuer's 2007 Stock Plan) as of each such date. The Option shares are subject to an early exercise right and may be exercised in full prior to vesting.
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(
8)
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The Common Stock Warrant may be exercised through cash payment of the purchase price or through net exercise before the expiration date.
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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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Went Gregory T
C/O ADAMAS PHARMACEUTICALS, INC.
2200 POWELL ST, STE 220
EMERYVILLE, CA 94608
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X
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X
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Chief Executive Officer
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Signatures
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/s/Danielle Naftulin, as Attorney-in-Fact
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4/16/2014
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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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