- Initial Statement of Beneficial Ownership (3)
December 08 2009 - 7:58PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Expires:
February 28, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
TCV VII LP
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2. Date of Event Requiring Statement (MM/DD/YYYY)
12/4/2009
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3. Issuer Name
and
Ticker or Trading Symbol
XATA CORP /MN/ [XATA]
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(Last)
(First)
(Middle)
C/O TECHNOLOGY CROSSOVER VENTURES, 528 RAMONA STREET
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__
X
__ Director
___
X
___ 10% Owner
_____ Officer (give title below)
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X
___ Other (specify below)
/ May be part of a 13(d) group
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(Street)
PALO ALTO, CA 94301
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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 G Preferred Stock
(1)
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(2)
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(3)
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Common Stock
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5996276
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$3.00
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I
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TCV VII, L.P.
(4)
(5)
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Series G Preferred Stock
(1)
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(2)
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(3)
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Common Stock
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3114008
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$3.00
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I
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TCV VII (A), L.P.
(4)
(6)
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Common Stock Warrants
(1)
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(2)
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(7)
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Common Stock
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1798883
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$3.00
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I
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TCV VII, L.P.
(4)
(5)
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Common Stock Warrants
(1)
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(2)
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(7)
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Common Stock
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934202
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$3.00
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I
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TCV VII (A), L.P.
(4)
(6)
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Explanation of Responses:
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(
1)
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Represents securities that are issuable upon the conversion (the "Conversion") of certain Senior Mandatorily Convertible Promissory Notes (the "Notes") purchased from the issuer on December 4, 2009. The Notes are mandatorily convertible into such securities in accordance with and subject to the terms of the Notes, including, among other conditions, the issuer's receipt of necessary approvals from its shareholders. TCV VII, L.P. and TCV VII (A), L.P. have entered into a Support Agreement with the holders of a majority of the outstanding voting securities of the issuer whereby, among other things, such holders have agreed to vote in favor of the approval of the Conversion.
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(
2)
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Upon and subject to the Conversion, the securities will be immediately exercisable.
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(
3)
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Not applicable.
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(
4)
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This Form 3 is filed by more than one Reporting Person and is a joint filing with the Form 3 filed by TCV Member Fund, L.P. on December 8, 2009.
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(
5)
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These securities are directly held by TCV VII, L.P. Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., William J.G. Griffith IV, Robert W. Trudeau and Christopher P. Marshall (collectively, the "TCM VII Directors") are Class A Directors of Technology Crossover Management VII, Ltd. ("TCM VII") and limited partners of Technology Crossover Management VII, L.P. ("Management VII"). TCM VII is the general partner of Management VII, which is the general partner of TCV VII, L.P. The TCM VII Directors, TCM VII and Management VII may be deemed to beneficially own the securities held by TCV VII, L.P., but the TCM VII Directors, TCM VII and Management VII disclaim beneficial ownership of such securities and any shares of Common Stock that may be received upon the conversion or exercise of such securities except to the extent of their pecuniary interest therein. Christopher P. Marshall has reported this transaction separately on a Form 4 dated December 8, 2009.
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(
6)
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These securities are directly held by TCV VII (A), L.P. The TCM VII Directors are Class A Directors of TCM VII and limited partners of Management VII. TCM VII is the general partner of Management VII, which is the general partner of TCV VII (A), L.P. The TCM VII Directors, TCM VII and Management VII may be deemed to beneficially own the securities held by TCV VII (A), L.P., but the TCM VII Directors, TCM VII and Management VII disclaim beneficial ownership of such securities and any shares of Common Stock that may be received upon the conversion or exercise of such securitites except to the extent of their pecuniary interest therein. Christopher P. Marshall has reported this transaction separately on a Form 4 dated December 8, 2009.
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(
7)
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The warrants will expire on the seventh anniversary of the date of Conversion.
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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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TCV VII LP
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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X
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May be part of a 13(d) group
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TCV VII(A) L P
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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X
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May be part of a 13(d) group
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Technology Crossover Management VII, Ltd.
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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X
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May be part of a 13(d) group
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Technology Crossover Management VII, L.P.
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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X
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May be part of a 13(d) group
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HOAG JAY C
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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May be part of a 13(d) group
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KIMBALL RICK
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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May be part of a 13(d) group
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DREW JOHN
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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May be part of a 13(d) group
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REYNOLDS JON Q JR
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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May be part of a 13(d) group
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GRIFFITH WILLIAM
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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May be part of a 13(d) group
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Trudeau Robert
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA 94301
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X
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May be part of a 13(d) group
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Signatures
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Frederic D. Fenton Authorized signatory for TCV VII, L.P.
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12/8/2009
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**
Signature of Reporting Person
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Date
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Frederic D. Fenton Authorized signatory for TCV VII (A), L.P.
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12/8/2009
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**
Signature of Reporting Person
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Date
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Frederic D. Fenton Authorized signatory for Technology Crossover Management VII, Ltd.
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12/8/2009
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Signature of Reporting Person
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Date
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Frederic D. Fenton Authorized signatory for Technology Crossover Management VII, L.P.
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12/8/2009
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Signature of Reporting Person
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Date
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Frederic D. Fenton Authorized signatory for Jay C. Hoag
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12/8/2009
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**
Signature of Reporting Person
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Date
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Frederic D. Fenton Authorized signatory for Richard H. Kimball
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12/8/2009
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**
Signature of Reporting Person
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Date
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Frederic D. Fenton Authorized signatory for John L. Drew
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12/8/2009
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**
Signature of Reporting Person
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Date
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Frederic D. Fenton Authorized signatory for Jon Q. Reynolds, Jr.
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12/8/2009
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**
Signature of Reporting Person
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Date
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Frederic D. Fenton Authorized signatory for William J.G. Griffith IV
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12/8/2009
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**
Signature of Reporting Person
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Date
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Frederic D. Fenton Authorized signatory for Robert W. Trudeau
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12/8/2009
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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 5(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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