Statement of Changes in Beneficial Ownership (4)
16 June 2015 - 6:26AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Spell Randy B.
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2. Issuer Name
and
Ticker or Trading Symbol
LORILLARD, LLC
[
LO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive Vice President
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(Last)
(First)
(Middle)
714 GREEN VALLEY ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/12/2015
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(Street)
GREENSBORO, NC 27408
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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6/12/2015
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F
(1)
(2)
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21265
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D
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$71.40
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75940
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D
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Common Stock
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6/12/2015
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D
(1)
(3)
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75940
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D
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(3)
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0
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D
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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. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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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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Stock Options
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$26.40
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6/12/2015
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D
(1)
(4)
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10035
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2/17/2012
(5)
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2/17/2021
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Common Stock
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10035
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(4)
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0
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D
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Stock Options
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$36.29
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6/12/2015
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D
(1)
(4)
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10029
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2/17/2012
(5)
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2/17/2021
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Common Stock
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10029
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(4)
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0
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D
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Stock Options
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$36.90
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6/12/2015
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D
(1)
(4)
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10029
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2/17/2012
(5)
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2/17/2021
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Common Stock
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10029
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(4)
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0
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D
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Stock Options
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$38.00
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6/12/2015
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D
(1)
(4)
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10029
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2/17/2012
(5)
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2/17/2021
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Common Stock
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10029
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(4)
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0
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D
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Stock Options
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$25.25
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6/12/2015
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D
(1)
(4)
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3921
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2/24/2011
(6)
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2/24/2020
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Common Stock
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3921
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(4)
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0
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D
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Stock Options
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$23.99
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6/12/2015
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D
(1)
(4)
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3918
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2/24/2011
(6)
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2/24/2020
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Common Stock
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3918
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(4)
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0
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D
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Stock Options
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$26.77
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6/12/2015
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D
(1)
(4)
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3918
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2/24/2011
(6)
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2/24/2020
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Common Stock
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3918
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(4)
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0
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D
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Stock Options
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$27.35
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6/12/2015
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D
(1)
(4)
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3918
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2/24/2011
(6)
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2/24/2020
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Common Stock
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3918
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(4)
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0
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D
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Explanation of Responses:
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(
1)
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On June 12, 2015, pursuant to the terms of the Agreement and Plan of Merger, dated as of July 15, 2014 (the "Merger Agreement"), by and among Lorillard, Inc., a Delaware corporation ("Lorillard"), Reynolds American Inc., a North Carolina corporation ("RAI"), and Lantern Acquisition Co., a Delaware corporation and wholly owned subsidiary of RAI ("Merger Sub"), Merger Sub merged with and into Lorillard with Lorillard surviving as a wholly owned subsidiary of RAI (the "Merger").
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(
2)
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Represents the restricted shares withheld by Lorillard to satisfy the reporting person's tax liability resulting from the accelerated vesting of restricted stock awards held by the reporting person at the effective time of the Merger.
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(
3)
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Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of Lorillard common stock beneficially owned by the reporting person was automatically canceled and converted into the right to receive (i) $50.50 in cash (the "Cash Consideration") and (ii) 0.2909 of a share of RAI common stock (the "Stock Consideration").
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(
4)
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Pursuant to the terms of the Merger Agreement, each outstanding option to purchase Lorillard common stock beneficially owned by the reporting person was canceled in exchange for the right to receive a cash payment equal to the number of shares of Lorillard common stock subject to the option multiplied by the excess of the Equity Award Consideration over the applicable exercise price per share of the option. Pursuant to the Merger Agreement, for purposes of this calculation, "Equity Award Consideration" means the sum of the Cash Consideration and an amount equal to the product of (i) the Stock Consideration and (ii) the volume weighted average per share price of RAI common stock on the New York Stock Exchange (as reported by Bloomberg L.P.) for the five consecutive trading days ending on the third business day prior to the effective time of the Merger ($72.2977 per share).
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(
5)
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The stock options vested in four equal annual installments beginning on February 17, 2012.
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(
6)
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The stock options vested in four equal annual installments beginning on February 24, 2011.
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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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Spell Randy B.
714 GREEN VALLEY ROAD
GREENSBORO, NC 27408
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Executive Vice President
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Signatures
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/s/ Ronald S. Milstein, Attorney-in-fact for Randy B. Spell
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6/15/2015
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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 4(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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