Statement of Changes in Beneficial Ownership (4)
August 31 2016 - 6:28PM
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
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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
*
FLANAGAN ROBERT J
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2. Issuer Name
and
Ticker or Trading Symbol
Sagent Pharmaceuticals, Inc.
[
SGNT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O SAGENT PHARMACEUTICALS, INC., 1901 NORTH ROSELLE ROAD, SUITE 700
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/29/2016
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(Street)
SCHAUMBURG, IL 60195
(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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8/16/2016
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G
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V
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4150
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D
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$0.00
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8050
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D
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Common Stock
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8/29/2016
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U
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8050
(1)
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D
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$21.75
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0
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D
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Common Stock
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8/29/2016
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U
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2000
(1)
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D
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$21.75
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0
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I
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See Footnote
(2)
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Common Stock
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8/29/2016
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U
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433770
(1)
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D
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$21.75
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0
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I
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See Footnote
(3)
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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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Restricted Stock Units
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(4)
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8/29/2016
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D
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8556
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(5)
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(5)
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Common Stock
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8556
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$21.75
(6)
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0
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D
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Restricted Stock Units
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(4)
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8/29/2016
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D
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691
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(7)
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(7)
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Common Stock
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691
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$21.75
(6)
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0
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D
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Restricted Stock Units
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(4)
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8/29/2016
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D
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1381
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(8)
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(8)
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Common Stock
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1381
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$21.75
(6)
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0
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D
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Restricted Stock Units
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(4)
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8/29/2016
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D
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1860
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(9)
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(9)
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Common Stock
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1860
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$21.75
(6)
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0
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D
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Restricted Stock Units
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(4)
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8/29/2016
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D
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760
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(10)
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(10)
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Common Stock
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760
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$21.75
(6)
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0
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D
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Stock Option to Buy
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$11.60
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8/29/2016
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D
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5103
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(11)
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12/2/2020
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Common Stock
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6379
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$10.15
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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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Pursuant to the Agreement and Plan of Merger by and among Nichi-Iko Pharmaceutical Co. Ltd., Shepard Vision, Inc. and Sagent Pharmaceuticals, Inc. (the "Merger Agreement"), these shares were disposed of in a cash tender offer by Shepard Vision, Inc. to acquire common stock of Sagent Pharmaceuticals, Inc. in exchange for $21.75 per share in cash, without interest, less any applicable withholding taxes (the "Consideration").
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(
2)
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The shares reported are held by Flanagan Family Limited Partnership. Mr. Flanagan is a managing member of E.O. Flanagan LLC, the general partner of Flanagan Family Limited Partnership.
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(
3)
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The shares reported are held of record by CNF Investments II, LLC. Voting and investment decisions with respect to all shares held by CNF Investments II, LLC are exercised by its managing member, Mr. Flanagan. Accordingly, Mr. Flanagan may be deemed the beneficial owner of such shares.
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(
4)
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Each restricted stock unit represents a contingent right to receive one share of SGNT common stock.
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(
5)
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The restricted stock units provided for vesting on February 22, 2017.
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(
6)
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Each restricted stock unit was disposed pursuant to the Merger Agreement whereby each such restricted stock unit was cancelled and converted into the right to receive the Consideration.
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(
7)
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The restricted stock units provided for vesting in four equal annual installments beginning on April 9, 2016.
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(
8)
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The restricted stock units provided for vesting in four equal annual installments beginning on February 25, 2016.
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(
9)
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The restricted stock units provided for vesting in four equal annual installments beginning on February 18, 2015.
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(
10)
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The restricted stock units provided for vesting in four equal annual installments beginning on February 21, 2014.
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(
11)
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Represents the disposition of options, which provided for vesting in four equal installments beginning December 2, 2011. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $10.15 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Consideration.
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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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FLANAGAN ROBERT J
C/O SAGENT PHARMACEUTICALS, INC.
1901 NORTH ROSELLE ROAD, SUITE 700
SCHAUMBURG, IL 60195
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X
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Signatures
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/s/ Robert J. Flanagan
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8/31/2016
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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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