Amended Statement of Ownership (sc 13g/a)
14 February 2020 - 10:15PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Name of Issuer)
Class A common stock, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*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 Person
Sunrise Partners Limited Partnership
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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)
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o
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(b)
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x
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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
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
2,733,654
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
2,733,654
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,733,654
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11
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Percent of Class Represented by Amount in Row (9)
5.89%(1)
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12
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Type of Reporting Person (See Instructions)
PN
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(1) Based upon a total of 46,405,086 outstanding shares of Class A Common Stock of the Issuer as of November 8, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on November 12, 2019 for the quarterly period ended September 30, 2019.
2
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1
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Names of Reporting Person
Paloma International, 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)
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o
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(b)
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x
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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
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
2,733,654
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
2,733,654
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,733,654
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11
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Percent of Class Represented by Amount in Row (9)
5.89%(1)
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12
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Type of Reporting Person (See Instructions)
PN, HC
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(1) Based upon a total of 46,405,086 outstanding shares of Class A Common Stock of the Issuer as of November 8, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on November 12, 2019 for the quarterly period ended September 30, 2019.
3
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1
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Names of Reporting Person
Paloma Partners Management Company
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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)
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o
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(b)
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x
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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
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
2,733,654
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
2,733,654
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,733,654
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11
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Percent of Class Represented by Amount in Row (9)
5.89%(1)
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12
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Type of Reporting Person (See Instructions)
CO, IA
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(1) Based upon a total of 46,405,086 outstanding shares of Class A Common Stock of the Issuer as of November 8, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on November 12, 2019 for the quarterly period ended September 30, 2019.
4
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1
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Names of Reporting Person
Paloma Partners Advisors LP
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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)
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o
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(b)
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x
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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
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
2,733,654
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
2,733,654
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,733,654
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11
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Percent of Class Represented by Amount in Row (9)
5.89%(1)
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12
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Type of Reporting Person (See Instructions)
PN, IA
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(1) Based upon a total of 46,405,086 outstanding shares of Class A Common Stock of the Issuer as of November 8, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on November 12, 2019 for the quarterly period ended September 30, 2019.
5
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1
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Names of Reporting Person
Paloma Partners Advisors, Inc.
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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)
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o
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(b)
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x
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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
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
2,733,654
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
2,733,654
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,733,654
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11
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Percent of Class Represented by Amount in Row (9)
5.89%(1)
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12
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Type of Reporting Person (See Instructions)
CO, HC
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(1) Based upon a total of 46,405,086 outstanding shares of Class A Common Stock of the Issuer as of November 8, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on November 12, 2019 for the quarterly period ended September 30, 2019.
6
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1
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Names of Reporting Person
Gregory Hayt
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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)
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o
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(b)
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x
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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
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
2,733,654
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
2,733,654
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,733,654
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11
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Percent of Class Represented by Amount in Row (9)
5.89%(1)
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12
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Type of Reporting Person (See Instructions)
IN, HC
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(1) Based upon a total of 46,405,086 outstanding shares of Class A Common Stock of the Issuer as of November 8, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on November 12, 2019 for the quarterly period ended September 30, 2019.
7
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1
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Names of Reporting Person
S. Donald Sussman
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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)
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o
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(b)
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x
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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
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
2,733,654
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
2,733,654
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,733,654
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11
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Percent of Class Represented by Amount in Row (9)
5.89%(1)
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12
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Type of Reporting Person (See Instructions)
IN, HC
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(1) Based upon a total of 46,405,086 outstanding shares of Class A Common Stock of the Issuer as of November 8, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on November 12, 2019 for the quarterly period ended September 30, 2019.
8
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Item 1(a).
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Name of Issuer:
Chaparral Energy, Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
701 Cedar Lake Blvd, Oklahoma City, OK 73114
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Item 2(a).
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Name of Person Filing:
Sunrise Partners Limited Partnership
Paloma International L.P.
Paloma Partners Management Company
Paloma Partners Advisors LP
Paloma Partners Advisors, Inc.
Gregory Hayt
S. Donald Sussman
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
Sunrise Partners Limited Partnership
Maples Corporate Services Limited
P.O. Box 309, Ugland House Grand
Cayman, KY1-1104, Cayman Islands
Paloma International, L.P.
Maples Corporate Services Limited
P.O. Box 309, Ugland House Grand
Cayman, KY1-1104, Cayman Islands
Paloma Partners Management Company
Two American Lane
Greenwich, CT 06836
Paloma Partners Advisors LP
888 E. Las Olas Blvd.
Ft. Lauderdale, FL 33301
Paloma Partners Advisors, Inc.
c/o Paloma Partners Advisors LP
888 E. Las Olas Blvd.
Ft. Lauderdale, FL 33301
Gregory Hayt
c/o Paloma Partners Management Company
Two American Lane
Greenwich, CT 06836
S. Donald Sussman
c/o Paloma Partners Advisors LP
888 E. Las Olas Blvd.
Ft. Lauderdale, FL 33301
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9
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Item 2(c).
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Citizenship:
Sunrise Partners Limited Partnership — Cayman Islands
Paloma International L.P. — Cayman Islands
Paloma Partners Management Company — Delaware
Paloma Partners Advisors LP — Delaware
Paloma Partners Advisors, Inc. — Delaware
Gregory Hayt — United States of America
S. Donald Sussman — United States of America
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Item 2(d).
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Title of Class of Securities:
Class A common stock, par value $0.01 per share
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Item 2(e).
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CUSIP Number:
15942R208
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Item 3.
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If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a(n):
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(a)
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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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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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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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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
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(f)
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Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);
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(g)
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Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);
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(h)
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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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)
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o
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A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);
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(k)
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o
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Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________.
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned:
2,733,654 shares deemed beneficially owned by Sunrise Partners Limited Partnership
2,733,654 shares deemed beneficially owned by Paloma International L.P.
2,733,654 shares deemed beneficially owned by Paloma Partners Management Company
2,733,654 shares deemed beneficially owned by Paloma Partners Advisors LP
2,733,654 shares deemed beneficially owned by Paloma Partners Advisors, Inc.
2,733,654 shares deemed beneficially owned by Gregory Hayt
2,733,654 shares deemed beneficially owned by S. Donald Sussman
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(b)
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Percent of class:
5.89% deemed beneficially owned by Sunrise Partners Limited Partnership
5.89% deemed beneficially owned by Paloma International L.P.
5.89% deemed beneficially owned by Paloma Partners Management Company
5.89% deemed beneficially owned by Paloma Partners Advisors LP
5.89% deemed beneficially owned by Paloma Partners Advisors, Inc.
5.89% deemed beneficially owned by Gregory Hayt
5.89% deemed beneficially owned by S. Donald Sussman
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(c)
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Number of shares as to which the person has:
The information set forth in Rows 5 through 11 on the cover page for the Reporting Person is hereby incorporated by reference into this Item 4(c).
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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
N/A
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required
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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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary
N/A
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Item 8.
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Identification and Classification of Members of the Group.
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
N/A
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Item 9.
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Notice of Dissolution of Group.
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Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
N/A
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11
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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.
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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.
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Dated: February 14, 2020
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SUNRISE PARTNERS LIMITED PARTNERSHIP
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By: Paloma International L.P., parent holder
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By: Paloma Partners Management Company, general partner
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By:
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/s/ DOUGLAS W. AMBROSE
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By: Douglas W. Ambrose
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Title: Executive Vice President
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PALOMA INTERNATIONAL, L.P.
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By: Paloma Partners Management Company, general partner
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By:
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/s/ DOUGLAS W. AMBROSE
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By: Douglas W. Ambrose
Title: Executive Vice President
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PALOMA PARTNERS MANAGEMENT COMPANY
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By:
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/s/ DOUGLAS W. AMBROSE
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By: Douglas W. Ambrose
Title: Executive Vice President
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PALOMA PARTNERS ADVISORS LP
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By: Paloma Partners Advisors, Inc., general partner
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By:
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/s/ S. DONALD SUSSMAN
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By: S. Donald Sussman
Title: President
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12
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PALOMA PARTNERS ADVISORS INC.
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By:
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/s/ S. DONALD SUSSMAN
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By: S. Donald Sussman
Title: President
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GREGORY HAYT
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/s/ GREGORY HAYT
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Gregory Hayt
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S. DONALD SUSSMAN
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/s/ S. DONALD SUSSMAN
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S. Donald Sussman
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13
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G dated February 14, 2020 relating to the Class A, $0.01 par value of Chaparral Energy, Inc. shall be filed on behalf of the undersigned.
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February 14, 2020
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(Date)
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SUNRISE PARTNERS LIMITED PARTNERSHIP
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By: Paloma International L.P., parent holder
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By: Paloma Partners Management Company, general partner
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By:
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/s/ DOUGLAS W. AMBROSE
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By: Douglas W. Ambrose
Title: Executive Vice President
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PALOMA INTERNATIONAL, L.P.
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By Paloma Partners Management Company, general partner
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By:
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/s/ DOUGLAS W. AMBROSE
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By: Douglas W. Ambrose
Title: Executive Vice President
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PALOMA PARTNERS MANAGEMENT COMPANY
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By:
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/s/ DOUGLAS W. AMBROSE
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By: Douglas W. Ambrose
Title: Executive Vice President
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14
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PALOMA PARTNERS ADVISORS LP
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By: Paloma Partners Advisors, Inc., general partner
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By:
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/s/ S. DONALD SUSSMAN
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By: S. Donald Sussman
Title: President
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PALOMA PARTNERS ADVISORS INC.
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By:
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/s/ S. DONALD SUSSMAN
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By: S. Donald Sussman
Title: President
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GREGORY HAYT
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/s/ GREGORY HAYT
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Gregory Hayt
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S. DONALD SUSSMAN
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/s/ S. DONALD SUSSMAN
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S. Donald Sussman
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15
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
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July 25, 2019
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(Date)
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SUNRISE PARTNERS LIMITED PARTNERSHIP
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By: Paloma International L.P., parent holder
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By Paloma Partners Management Company, general partner
By:
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/s/ DOUGLAS W. AMBROSE
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By: Douglas W. Ambrose
Title: Executive Vice President
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PALOMA INTERNATIONAL, L.P.
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By Paloma Partners Management Company, general partner
By:
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/s/ DOUGLAS W. AMBROSE
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By: Douglas W. Ambrose
Title: Executive Vice President
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PALOMA PARTNERS MANAGEMENT COMPANY
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By:
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/s/ DOUGLAS W. AMBROSE
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By: Douglas W. Ambrose
Title: Executive Vice President
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16
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PALOMA PARTNERS ADVISORS LP
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By: Paloma Partners Advisors, Inc., general partner
By:
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/s/ S. DONALD SUSSMAN
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By: S. Donald Sussman
Title: President
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PALOMA PARTNERS ADVISORS INC.
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By:
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/s/ S. DONALD SUSSMAN
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By: S. Donald Sussman
Title: President
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GREGORY HAYT
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/s/ GREGORY HAYT
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Gregory Hayt
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S. DONALD SUSSMAN
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/s/ S. DONALD SUSSMAN
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S. Donald Sussman
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17
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