Statement of Changes in Beneficial Ownership (4)
February 22 2017 - 4:37PM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
Bedingfield Kenneth L
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2. Issuer Name
and
Ticker or Trading Symbol
NORTHROP GRUMMAN CORP /DE/
[
NOC
]
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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)
Corp VP, CFO
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(Last)
(First)
(Middle)
2980 FAIRVIEW PARK DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/17/2017
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(Street)
FALLS CHURCH, VA 22042
(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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2/17/2017
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M
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5937.9300
(1)
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A
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$0.0000
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23936.0700
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D
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Common Stock
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2/17/2017
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F
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2503.0000
(2)
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D
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$243.5800
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21433.0700
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D
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Common Stock
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2/19/2017
(3)
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M
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1663.0000
(4)
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A
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$0.0000
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23096.0700
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D
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Common Stock
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2/19/2017
(3)
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F
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865.0000
(5)
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D
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$243.5800
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22231.0700
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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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Restricted Performance Stock Rights
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(6)
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2/17/2017
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A
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11970.9300
(7)
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(6)
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(6)
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Common Stock
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11970.9300
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$0.0000
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38583.9300
(8)
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D
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Restricted Performance Stock Rights
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(6)
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2/17/2017
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M
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5937.9300
(1)
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(6)
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(6)
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Common Stock
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5937.9300
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$0.0000
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32646.0000
(9)
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D
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Restricted Stock Rights
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(10)
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2/17/2017
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A
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4146.0000
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(10)
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(10)
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Common Stock
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4146.0000
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$0.0000
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16334.0000
(11)
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D
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Restricted Stock Rights
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(12)
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2/19/2017
(3)
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M
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1663.0000
(4)
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(12)
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(4)
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Common Stock
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1663.0000
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$0.0000
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14671.0000
(13)
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D
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Explanation of Responses:
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(
1)
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Shares issued in settlement of Restricted Performance Stock Rights ("RPSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/19/14 with a valuation of performance measurement period ("measurement period") ended 12/31/16. The RPSRs were settled at 153% of target.
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(
2)
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Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e)
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(
3)
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In light of the vesting date, Sunday, February 19, 2017, and in accordance with the terms of the LTISP, award shares were valued based on the Company's closing stock price on February 17, 2017, the immediately preceding business day. The shares were distributed into the participant's account on February 22, 2017.
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(
4)
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Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 2/19/14 that vested on 2/19/17.
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(
5)
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Shares surrendered to issuer in payment of tax liability in connection with vesting of RSRs in accordance with Rule 16b-3(e).
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(
6)
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Each RPSR represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the Issuer's election, cash or a combination of cash and Issuer common stock. The RPSRs vest if the application performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d).
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(
7)
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The RPSRs acquired include (i) 2,056.93 vested RPSRs with respect to the measurement period ended 12/31/16 acquired due to settlement of the 2014 RPSRs held at 153% of the target award and (ii) 9,914 unvested RPSRs granted under the LTISP on 2/17/17 with a measurement period ending on 12/31/19.
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(
8)
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Total amount includes 5,937.93 vested RPSRs granted under the LTISP on 2/19/14 with a measurement period ended on 12/31/16; 9,914 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; 10,895 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; and 11,837 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17.
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(
9)
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Total amount includes 9,914 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; 10,895 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; and 11,837 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17.
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(
10)
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Each RSR represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the election of the Issuer's Compensation Committee, cash or a combination of cash and Issuer common stock. The RSRs were granted under the LTISP on 2/17/17 and will vest on 2/17/20.
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(
11)
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Total amount includes 4,146 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 4,943 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; 5,582 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; and 1,663 RSRs granted under the LTISP on 2/19/14 that vested on 2/19/17.
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(
12)
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Each RSR represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the election of the Issuer's Compensation Committee, cash or a combination of cash and Issuer common stock.
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(
13)
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Total amount includes 4,146 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 4,943 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; and 5,582 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18.
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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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Bedingfield Kenneth L
2980 FAIRVIEW PARK DRIVE
FALLS CHURCH, VA 22042
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Corp VP, CFO
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Signatures
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/s/ Jennifer C. McGarey, Attorney-in-Fact
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2/22/2017
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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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