UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §
240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No.
2)
1
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
H Partners Management, LLC
888 Seventh Avenue, 29th Floor
New York, New York 10019
Attn: Rehan Jaffer
(212) 265-4200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
x
.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§ 240.13d-7 for other parties to whom copies are to be
sent.
1
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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 disclosures provided in a prior
cover page.
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The information required on 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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1
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NAME OF REPORTING PERSONS
H Partners Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
14,616,441
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
14,616,441
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
14,616,441
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
14.5%
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14
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TYPE OF REPORTING
PERSON
CO, IA
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1
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NAME OF REPORTING PERSONS
H Partners, LP
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
7,619,541
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
7,619,541
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
7,619,541
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
7.6%
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14
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TYPE OF REPORTING
PERSON
PN
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1
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NAME OF REPORTING PERSONS
H Partners Capital, LLC
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
7,619,541
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
7,619,541
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
7,619,541
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
7.6%
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14
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TYPE OF REPORTING
PERSON
CO
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1
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NAME OF REPORTING PERSONS
Rehan Jaffer
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
14,616,441
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
14,616,441
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
14,616,441
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
14.5%
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14
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TYPE OF REPORTING
PERSON
IN
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SCHEDULE 13D/A2
This constitutes Amendment No. 2 to the statement on Schedule 13D (the
Amendment No. 2
) filed jointly on
behalf of H Partners Management, the Partnership, H Partners Capital and Rehan Jaffer, dated and filed November 7, 2011 (the
Statement
), relating to the common stock, $0.01 par value per share, of Sealy Corporation (the
Company
). The Companys principal executive office is located at Sealy Drive, One Office Parkway, Trinity, North Carolina 27370. This amendment is being filed to amend and restate Item 4 and Item 5. Unless
specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged.
Item 4.
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Purpose of Transaction
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Item 4 is
hereby amended and restated in its entirety as follows:
The Shares covered by this Schedule 13D were acquired by the
Reporting Persons for investment purposes in the ordinary course of business. The Reporting Persons believe that it would be in their best interest, and those of other shareholders, to attempt to influence the governance and business strategies of
the Company. The Reporting Persons have attempted and continue to attempt to engage in discussions with members of the Board of Directors (the
Board
) and management of Sealy regarding potential means for enhancing shareholder
value, including through potential shareholder proposals and seeking representation on the Board.
On March 11, 2012, the
Reporting Persons sent a letter to the Board (the
March 11 Letter
) (filed as Exhibit 99.2 to Amendment No. 2 to the Statement) recommending that: (i) the Reporting Persons be allowed to appoint one representative to the
Board; (ii) KKRs Board representation be proportionate with its ownership interest; (iii) Dean Nelson resign from the Board; (iv) two additional qualified, independent directors be appointed; (v) a representative of the
Reporting Persons be appointed to the CEO search committee; (vi) the Boards nominating and corporate governance committee be recomposed; and (vii) the Board create a Conflicts Committee. Further, the March 11 Letter
states that the Reporting Persons will continue to explore all avenues to enhance the value of their investment, including, but not limited to, withholding votes from incumbent directors at the annual meeting of stockholders.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs
(a)(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above. The Reporting Persons intend to review their investments in the Issuer on a continuing basis.
Depending on various factors, the Reporting Persons may in the future take such actions with respect to their investments in the Issuer as they deem appropriate including, without limitation, purchasing or selling shares of common stock or preferred
stock or other securities of Sealy or changing their intentions with respect to any and all matters referred to in Item 4.
Item 5.
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Interest in Securities of the Issuer
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Item 5 is hereby amended and restated in its entirety as follows:
(a) As of the date hereof, the H Partners Management may be deemed to beneficially own 14,616,441 Shares of the Issuer, comprising approximately 14.5% of the outstanding Shares of the Issuer, based on
100,916,228 Shares outstanding as reported in the Issuers Form 10-K filed on January 18, 2012.
As of the date hereof, the Partnership may be deemed to beneficially own 7,619,541 Shares
of the Issuer, comprising approximately 7.6% of the outstanding Shares of the Issuer, based on 100,916,228 Shares outstanding as reported in the Issuers Form 10-K filed on January 18, 2012.
As of the date hereof, H Partners Capital may be deemed to beneficially own 7,619,541 Shares of the Issuer, comprising approximately 7.6%
of the outstanding Shares of the Issuer, based on 100,916,228 Shares outstanding as reported in the Issuers Form 10-K filed on January 18, 2012.
As of the date hereof, Rehan Jaffer may be deemed to beneficially own 14,616,441 Shares of the Issuer, comprising approximately 14.5% of the outstanding Shares of the Issuer, based on 100,916,228 Shares
outstanding as reported in the Issuers Form 10-K filed on January 18, 2012.
Each of the Reporting Persons
specifically disclaims beneficial ownership of the Shares reported herein except to the extent of their pecuniary interest therein.
(b) The Reporting Persons have shared dispositive and voting power over the Shares reported on this Schedule 13D.
(c) The Reporting Persons have not engaged in any transactions in the Shares in the past 60 days.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
Not applicable.
Item 7.
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Material to be Filed as Exhibits
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99.1 Joint Filing Agreement (incorporated by reference from Original Filing).
99.2 Letter, dated March 11, 2012, by the Reporting Persons to the Board of Directors of the Issuer
SIGNATURES
After reasonable inquiry and to the best of such Reporting Persons knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and
correct.
Dated: March 12, 2012
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H Partners Management, LLC
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By:
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/s/ Rehan Jaffer
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Name/Title: Rehan Jaffer/Managing Member
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H Partners, LP
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By: H Partners Capital, LLC, its General Partner
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By:
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/s/ Rehan Jaffer
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Name/Title: Rehan Jaffer/Managing Member
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H Partners Capital, LLC
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By:
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/s/ Rehan Jaffer
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Name/Title: Rehan Jaffer/Managing Member
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Rehan Jaffer
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By:
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/s/ Rehan Jaffer
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Name/Title: Rehan Jaffer
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