Statement of Ownership (sc 13g)
December 15 2021 - 06:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No.
n/a
)*
Growlife, Inc.
(Name of Issuer)
Common stock, $0.0001 par value per share
(Title
of Class of Securities)
39985X203
December 14, 2021
(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)
x Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person’s 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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| 1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Bucktown Capital LLC
85-3001492 |
| |
|
|
| 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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|
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|
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| 4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION |
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|
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Utah |
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| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
5 |
|
SOLE VOTING POWER |
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|
| |
8,583,691 |
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|
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| 6 |
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SHARED VOTING POWER |
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|
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0 |
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|
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| 7 |
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SOLE DISPOSITIVE POWER |
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|
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8,583,691 |
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|
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| 8 |
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SHARED DISPOSITIVE POWER |
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|
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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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|
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8,583,691 |
| |
|
|
| 10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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|
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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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|
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7.76*% |
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| 12 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) |
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OO |
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FOOTNOTES |
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* Based on 110,633,688 shares outstanding on
November 22, 2021 (as reporting in the company's 10-Q filed
November 23, 2021). |
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| 1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| |
Fife Trading, Inc.
36-4151891 |
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
|
| |
(a) o |
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(b) o |
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|
|
| 3 |
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SEC USE ONLY |
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|
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|
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|
|
| 4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION |
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|
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Illinois |
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|
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| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
5 |
|
SOLE VOTING POWER |
| |
|
| |
8,583,691 |
| |
|
|
| 6 |
|
SHARED VOTING POWER |
| |
|
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0 |
| |
|
|
| 7 |
|
SOLE DISPOSITIVE POWER |
| |
|
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8,583,691 |
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|
|
| 8 |
|
SHARED DISPOSITIVE POWER |
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|
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0 |
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|
|
| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON |
| |
|
| |
8,583,691 |
| |
|
|
| 10 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
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o |
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|
|
| 11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) |
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|
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7.76*% |
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|
|
| 12 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) |
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|
|
|
CO |
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FOOTNOTES |
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|
| |
* Based on 110,633,688 shares outstanding on
November 22, 2021 (as reporting in the company's 10-Q filed
November 23, 2021). |
| |
|
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|
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| 1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| |
John M Fife |
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
|
| |
(a) o |
| |
(b) o |
| |
|
|
| 3 |
|
SEC USE ONLY |
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|
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|
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| 4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION |
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|
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United States of America |
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|
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| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
5 |
|
SOLE VOTING POWER |
| |
|
| |
8,583,691 |
| |
|
|
| 6 |
|
SHARED VOTING POWER |
| |
|
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0 |
| |
|
|
| 7 |
|
SOLE DISPOSITIVE POWER |
| |
|
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8,583,691 |
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|
|
| 8 |
|
SHARED DISPOSITIVE POWER |
| |
|
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0 |
| |
|
|
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON |
| |
|
| |
8,583,691 |
| |
|
|
| 10 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
o |
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|
|
| 11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) |
| |
|
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7.76*% |
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|
|
| 12 |
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) |
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|
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|
IN |
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FOOTNOTES |
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* Based on 110,633,688 shares outstanding on
November 22, 2021 (as reporting in the company's 10-Q filed
November 23, 2021). |
Item 1.
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(b)
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Address
of Issuer’s Principal Executive Offices
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11335
NE 122nd Way, Suite 105
Kirkland, WA 98034
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Item 2.
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(a)
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Name
of Person Filing
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This
report is filed by Bucktown Capital LLC, Fife Trading, Inc., and
John M. Fife with respect to the shares of the Issuer's Common
Stock that are directly beneficially owned by Bucktown Capital LLC.
and indirectly beneficially owned by the other reporting and filing
persons.
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(b)
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Address
of Principal Business Office or, if none, Residence
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303 East Wacker Drive, Suite 1040
Chicago, IL 60601
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Bucktown
Capital, LLC is a Utah limited liability company.
Fife Trading, Inc. is an Illinois corporation.
John M. Fife is a United States citizen.
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(d)
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Title
of Class of Securities
|
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Common
stock, $0.0001 par value per share
|
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is
a:
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(a)
|
o
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
|
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(b)
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o
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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o
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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o
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Investment
company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C 80a-8).
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(e)
|
o
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
|
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(f)
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o
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
|
o
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A
savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
|
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(i)
|
o
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A
church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
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(j)
|
o
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A
non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J).
|
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(k)
|
o
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A
group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
Provide
the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in
Item 1.
|
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(a)
|
Amount
beneficially owned: 8,583,691
|
|
|
(b)
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Percent
of class: 7.76%
|
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(c)
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Number
of shares as to which the person has:
|
|
|
(i)
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Sole
power to vote or to direct the vote: 8,583,691
|
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(ii)
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Shared
power to vote or to direct the vote: 0
|
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(iii)
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Sole
power to dispose or to direct the disposition of:
8,583,691
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(iv)
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Shared
power to dispose or to direct the disposition of: 0
|
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Item 5.
|
Ownership of Five Percent or Less of a Class
|
If
this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following o .
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Item 6.
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Ownership of More than Five Percent on Behalf of Another
Person.
|
N/A
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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 Holding
Company
|
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Item 8.
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Identification and Classification of Members of the
Group
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Item 9.
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Notice of Dissolution of Group
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Item 10.
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Certification
|
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By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a
nomination under §240.14a-11. |
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.
| |
Bucktown Capital LLC
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Date:
December 14, 2021
|
By:
|
/s/
John M Fife |
|
| |
|
Name: John
M Fife |
|
| |
|
Title:
President |
|
| |
|
|
|
| |
Fife trading, Inc.
|
|
| |
|
|
|
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Date:
December 14, 2021
|
By:
|
/s/
John M Fife |
|
| |
|
Name: John
M Fife |
|
| |
|
Title:
President |
|
| |
|
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|
| |
John M Fife
|
|
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|
|
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Date:
December 14, 2021
|
By:
|
/s/
John M Fife |
|
| |
|
Name: John
M Fife |
|
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Attention:
|
Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
|
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