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FORM 4
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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
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November 30, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Riddle L Glynn Jr
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2. Issuer Name
and
Ticker or Trading Symbol
ADVOCAT INC
[
AVCA
]
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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 VP/CFO
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(Last)
(First)
(Middle)
1621 GALLERIA BOULEVARD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/15/2012
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(Street)
BRENTWOOD, TN 37027
(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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3/15/2012
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M
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1939.36
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A
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(1)
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24950.269
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D
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Common Stock
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3/15/2012
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D
(2)
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0.4
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D
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$5.87
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24949.869
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D
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Common Stock
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3/15/2012
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F
(3)
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512.96
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D
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$5.87
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24436.909
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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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2012 Restricted Stock Units
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(4)
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(5)
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(5)
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Common Stock
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7998.58
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7998.58
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D
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Dividend Equivalent Rights on 2011 Restricted Stock
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(6)
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(6)
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(6)
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Common Stock
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76.04
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76.04
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D
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2011 Restricted Stock Units
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(7)
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(8)
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(8)
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Common Stock
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6841.62
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6841.62
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D
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2010 Restricted Stock Units
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(1)
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3/15/2012
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M
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1939.36
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3/15/2012
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3/15/2012
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Common Stock
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1939.36
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(1)
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0
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D
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Stock Settled Stock Appreciation Right
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$5.45
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6/18/2011
(9)
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6/18/2020
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Common Stock
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12000
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12000
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D
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Stock Settled Stock Appreciation Right
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$2.37
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3/13/2010
(9)
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3/13/2019
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Common Stock
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10000
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10000
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D
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Stock Settled Stock Appreciation Right
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$10.88
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3/14/2009
(9)
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3/14/2018
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Common Stock
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10000
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10000
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D
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Stock Settled Stock Appreciation Right
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$11.59
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3/7/2008
(9)
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3/7/2017
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Common Stock
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10000
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10000
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D
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Stock Options (right to buy)
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$5.44
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12/13/2005
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12/13/2015
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Common Stock
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50000
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50000
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D
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Explanation of Responses:
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(
1)
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Each Restricted Stock Unit was the economic equivalent of one share of common stock. On March 15, 2012, 1,426 of the reporting person's Restricted Stock Units were settled for an equal number of shares of common stock. March 15, 2012 was the first business day on which the 2010 Restricted Stock Units were exercisable.
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(
2)
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This transaction represents settlement of a fractional share in the settlement of 2010 Restricted Stock Units, as discussed in Note 1, for which Mr. Riddle received $2.32.
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(
3)
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This transaction represents shares withheld by the Company to cover the tax withholding on Mr. Riddle's settlement of 2010 Restricted Stock Units, resulting in a net issuance of 1,426 shares. See Note 1.
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(
4)
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Mr. Riddle elected to receive $39,433.00 of his cash bonus for 2011 in Restricted Stock Units under the terms of the Advocat Inc. 2008 Stock Purchase Plan for Key Personnel. Each Restricted Stock Unit is equal to one share.
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(
5)
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The 2012 Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of their original Grant Date (03/12/2012).
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(
6)
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These dividend equivalent rights accrued on shares of restricted stock granted on March 11, 2011 and will vest as the underlying shares vest.
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(
7)
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These restricted stock units accrued on restricted stock units originally granted to the reporting person in March 2010 and March 2011 in connection with a dividend declared on the Issuer's common stock. When the issuer declares a dividend, the terms of the original restricted stock units automatically entitle the holder to an additional number of restricted stock units equal to the value of the dividend that would have been received on the restricted stock units had they previously been converted into stock, based on the closing price of the stock on the dividend record date. Each restricted stock unit is equal to one share.
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(
8)
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The 2011 Restricted Stock Units shall vest and be exercisable in full on the 2nd anniversary of their original Grant Date (03/11/2011).
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(
9)
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Vests 1/3 on the first anniversary of the date of grant, 1/3 on the second anniversary of the date of grant, and 1/3 on the third anniversary of the date of grant.
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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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Riddle L Glynn Jr
1621 GALLERIA BOULEVARD
BRENTWOOD, TN 37027
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Executive VP/CFO
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Signatures
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/s/ Sam Daniel, Attorney-in-Fact
for L. Glynn Riddle, Jr.
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3/19/2012
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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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