Statement of Changes in Beneficial Ownership (4)
March 07 2018 - 6:16PM
Edgar (US Regulatory)
FORM 4
[
X
]
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
*
Bishop Hans Edgar
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2. Issuer Name
and
Ticker or Trading Symbol
Juno Therapeutics, Inc.
[
JUNO
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO & President
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(Last)
(First)
(Middle)
C/O 400 DEXTER AVENUE NORTH, SUITE 1200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/5/2018
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(Street)
SEATTLE, WA 98109
(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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3/5/2018
(1)
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U
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2263948
(2)
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D
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$87.00
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184281
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D
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Common Stock
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3/5/2018
(1)
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D
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48829
(3)
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D
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$87.00
(4)
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135452
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D
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Common Stock
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3/5/2018
(1)
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D
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33133
(5)
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D
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(6)
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102319
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D
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Common Stock
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3/5/2018
(1)
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D
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66426
(5)
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D
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(6)
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35893
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D
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Common Stock
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3/5/2018
(1)
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D
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35893
(7)
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D
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(8)
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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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Employee Stock Option (Right to Buy)
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$6.36
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3/5/2018
(1)
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D
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451756
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(9)
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9/8/2024
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Common Stock
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451756
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(9)
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0
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D
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Employee Stock Option (Right to Buy)
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$48.06
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3/5/2018
(1)
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D
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140000
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(9)
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3/2/2025
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Common Stock
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140000
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(9)
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0
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D
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Employee Stock Option (Right to Buy)
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$24.50
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3/5/2018
(1)
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D
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200000
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(9)
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2/1/2026
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Common Stock
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200000
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(9)
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0
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D
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Employee Stock Option (Right to Buy)
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$20.76
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3/5/2018
(1)
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D
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205823
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(9)
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2/6/2027
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Common Stock
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205823
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(9)
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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 January 21, 2018, Juno Therapeutics, Inc. (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Celgene Corporation ("Parent"), and Blue Magpie Corporation, a wholly owned subsidiary of Parent ("Purchaser"). On March 5, 2018, Purchaser irrevocably accepted for payment and promptly paid for, all shares of common stock validly tendered and not validly withdrawn pursuant to the Offer (as defined in the Merger Agreement). On March 6, 2018, Purchaser merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation (the "Merger") and becoming a wholly-owned subsidiary of Parent.
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(2)
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Pursuant to the terms of the Merger Agreement and the Offer, each share of common stock of the Company held by the Reporting Person, other than as described in notes (3) through (8) below, was validly tendered for $87.00 per share in cash, without interest and subject to withholding of taxes.
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(3)
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Represents time-based restricted stock awards ("RSAs").
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(4)
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Pursuant to the Merger Agreement, these RSAs (the remaining unvested portions of which were fully accelerated under the Merger Agreement) were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such vested awards and (ii) $87.00.
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(5)
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Represents shares of common stock of the Company underlying time-based restricted stock units ("RSUs").
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(6)
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Pursuant to the Merger Agreement, the vested portion of such RSUs (including the portion that received acceleration of vesting under the Merger Agreement) was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such vested awards and (ii) $87.00 and the unvested portion of such RSUs was assumed by Parent and will be subject to the same terms and conditions as applied to each such RSUs immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement), provided that the number of shares subject to such assumed Parent time-based restricted stock unit award was adjusted based on the Exchange Ratio (as defined in the Merger Agreement).
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(7)
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Represents performance-based restricted stock awards ("PSAs").
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(8)
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Pursuant to the Merger Agreement, all PSAs will vest as to 50% of the total number of PSAs subject to such awards, and such vested portion will be cancelled and converted into a right to receive an amount in cash equal to the product of (i) such 50% vested portion of the award and (ii) the $87.00. The remaining 50% of the PSAs will be assumed by Parent, provided that the number of shares subject to such PSAs will be adjusted based on the Exchange Ratio (as defined in the Merger Agreement) and the vesting will be adjusted such that (i) 60% of such remaining PSAs will vest on the one-year anniversary of the closing of the Merger and (ii) 40% of such remaining PSAs will vest on the earlier of (A) the second anniversary of the closing of the Merger and (B) the first approval by the U.S. Food and Drug Administration of JCAR017.
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(9)
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Pursuant to the Merger Agreement, the vested portion of such Options (including the portion that received acceleration of vesting under the Merger Agreement) was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock subject to such vested Option and (ii) $87.00 less the applicable exercise price, and the unvested portion (if any) of such Options were assumed by Parent and will be subject to the same terms and conditions as applied to each such Option award immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement), provided that the number of shares subject to such assumed Parent option, and the exercise price of such Parent option, will be adjusted based on the Exchange Ratio (as defined in the Merger Agreement).
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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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Bishop Hans Edgar
C/O 400 DEXTER AVENUE NORTH
SUITE 1200
SEATTLE, WA 98109
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X
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CEO & President
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Signatures
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/s/ Zachary D. Hale, attorney-in-fact
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3/7/2018
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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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