- Statement of Ownership (SC 13G)
September 29 2011 - 4:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
SRS Labs, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
78464M106
(CUSIP Number)
August 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
þ
Rule 13d-1(c)
o
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons 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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CUSIP No.
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78464M106
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Page
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2
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of
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9
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1
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NAMES OF REPORTING PERSONS
TCS Global Equity Master Fund, L.P.
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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)
o
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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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Cayman Islands
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5
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SOLE VOTING POWER
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NUMBER OF
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760,112
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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760,112
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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760,112
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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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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.1%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No.
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78464M106
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Page
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3
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of
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9
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1
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NAMES OF REPORTING PERSONS
TCS Capital GP, 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)
o
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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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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
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|
760,112
|
|
|
|
|
EACH
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7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
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|
|
PERSON
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|
0
|
|
|
|
|
WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
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|
|
|
|
|
760,112
|
|
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
760,112
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
|
|
o
|
|
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.1%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No.
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|
78464M106
|
|
Page
|
|
4
|
|
of
|
|
9
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
TCS Capital Management, LLC
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|
|
|
|
|
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
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SEC USE ONLY
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|
|
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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|
|
|
NUMBER OF
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|
0
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
760,112
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
760,112
|
|
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
760,112
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.1%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No.
|
|
78464M106
|
|
Page
|
|
5
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of
|
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9
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1
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NAMES OF REPORTING PERSONS
Eric Semler
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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
|
|
(b)
o
|
|
|
|
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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United States
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5
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SOLE VOTING POWER
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|
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NUMBER OF
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|
0
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
760,112
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
760,112
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
760,112
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
5.1%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE 13G
This Schedule 13G (this Schedule 13G) is being filed on behalf of TCS Global Equity Master
Fund, L.P., a Cayman Islands exempted limited partnership (TCS Global), TCS Capital GP, LLC, a
Delaware limited liability company (TCS GP), TCS Capital Management, LLC, a Delaware limited
liability company (TCS Management), and Eric Semler (together with TCS Global, TCS GP and TCS
Management, the Reporting Persons). This Schedule 13G relates to common stock, par value $0.001
per share (the Common Stock) of SRS Labs Inc., a Delaware corporation (the Issuer), purchased
by Eric Semler, TCS GP and TCS Management for the account of TCS Global. TCS GP acts as general
partner to TCS Global and TCS Management acts as investment manager to TCS Global. Mr. Semler, as
the managing member of each of TCS GP and TCS Capital, controls the investment decisions of both
entities.
Item 1(a) Name of Issuer.
SRS Labs Inc.
Item 1(b) Address of Issuers Principal Executive Offices.
2909 Daimler Street
Santa Ana, CA 92705
Item 2(a) Name of Person Filing.
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(1)
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TCS Global Equity Master Fund, L.P.
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(2)
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TCS Capital GP, LLC
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(3)
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TCS Capital Management, LLC
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(4)
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Eric Semler
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Item 2(b) Address of Principal Business Office, or, if none, Residence.
For all Filers:
888 Seventh Avenue, Suite 1504
New York, NY 10019
Item 2(c) Citizenship or Place of Organization.
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(1)
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TCS Global Equity Master Fund, L.P. is a Cayman Islands
exempted limited partnership.
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(2)
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TCS Capital GP, LLC is a Delaware limited liability company.
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(3)
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TCS Capital Management, LLC is a Delaware limited liability company.
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(4)
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Eric Semler is a U.S. citizen.
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Item 2(d) Title of Class of Securities.
Common stock, par value $0.001 per share.
Item 2(e) CUSIP Number.
78464M106
Item 3 Reporting Person.
Inapplicable
Item 4 Ownership.
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(a)
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TCS Global, TCS GP, TCS Management and Eric Semler may be
deemed the beneficial owners of 760,112 shares of Common Stock.
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(b)
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TCS Global, TCS GP, TCS Management and Eric Semler may be
deemed the beneficial owners of 5.1% of the outstanding shares of Common Stock.
This percentage was determined by dividing 760,112 by 14,916,246, which is the
number of shares of Common Stock outstanding as of July 25, 2011, according to
the Issuers Form 10Q filed on August 8, 2011 with the Securities and Exchange
Commission.
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(c)
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TCS Global, TCS GP, TCS Management and Eric Semler have the
shared power to vote and dispose of the 760,112 shares of Common Stock
beneficially owned.
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Item 5 Ownership of Five Percent or Less of a Class.
Inapplicable
Item 6 Ownership of More Than Five Percent on Behalf of Another Person.
Inapplicable
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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 Company.
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Inapplicable
Item 8 Identification and Classification of Members of the Group.
Inapplicable
Item 9 Notice of Dissolution of Group.
Inapplicable
Item 10 Certification.
By signing below, each Reporting Person certifies that, to the best of such
Reporting Persons knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that
purpose or effect.
Exhibits
Exhibit 99-1
Joint Filing Agreement, dated September 29, 2011, among the Reporting Persons.
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.
Date: September 29, 2011
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TCS GLOBAL EQUITY MASTER FUND, L.P.
By: TCS Capital GP, LLC, general partner
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By:
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/s/ Eric Semler
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Name:
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Eric Semler
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Title:
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Managing Member
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TCS CAPITAL GP, LLC
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By:
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/s/ Eric Semler
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Name:
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Eric Semler
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Title:
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Managing Member
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TCS CAPITAL MANAGEMENT, LLC
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By:
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/s/ Eric Semler
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Name:
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Eric Semler
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Title:
|
Managing Member
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ERIC SEMLER
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By:
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/s/ Eric Semler
|
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