Statement of Changes in Beneficial Ownership (4)
March 25 2015 - 7:35PM
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
*
COOK JOSEPH C JR
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2. Issuer Name
and
Ticker or Trading Symbol
CORCEPT THERAPEUTICS INC
[
CORT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CORCEPT THERAPEUTICS INCORPORATED, 149 COMMONWEALTH DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/19/2015
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(Street)
MENLO PARK, CA 94025
(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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3/19/2015
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X
(1)
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145480
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A
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$2.77
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2186306
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D
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Common Stock
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3/19/2015
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S
(1)
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77200
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D
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$5.22
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2109106
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D
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Common Stock
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3/19/2015
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X
(2)
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14402
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A
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$2.77
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249164
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I
(3)
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See footnotes (2) and (3)
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Common stock
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3/19/2015
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S
(2)
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7643
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D
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$5.22
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241521
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I
(3)
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See footnotes (2) and (3)
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Common stock
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3/19/2015
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X
(4)
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13995
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A
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$2.77
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363995
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I
(5)
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See footnotes (4) and (5)
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Common stock
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3/19/2015
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S
(4)
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7427
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D
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$5.22
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356568
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I
(5)
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See footnotes (4) and (5)
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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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Warrant (Right to Buy)
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$2.77
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3/19/2015
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X
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31570
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2/6/2009
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3/24/2015
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Common Stock
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31570
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$0.00
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88261
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D
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Warrant (Right to Buy)
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$2.77
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3/19/2015
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X
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88261
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3/25/2008
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3/24/2015
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Common Stock
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88261
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$0.00
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0
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D
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Warrant (Right to Buy)
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$2.77
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3/19/2015
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X
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25649
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2/6/2009
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3/24/2015
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Common Stock
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25649
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$0.00
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0
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D
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Warrant (Right to Buy)
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$2.77
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3/19/2015
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X
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14402
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2/6/2009
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3/24/2015
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Common Stock
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14402
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$0.00
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0
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I
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See footnote (2)
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Warrant (Right to Buy)
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$2.77
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3/19/2015
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X
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13995
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2/6/2009
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3/24/2015
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Common Sotck
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13995
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$0.00
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0
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I
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See footnote (4)
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Explanation of Responses:
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(
1)
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On March 19, 2015, the reporting person exercised warrants to purchase 145,480 shares of the Issuer's common stock for an exercise price of $2.77 per share. The reporting person paid the exercise prices on a cashless basis, resulting in the Issuer's withholding of 77,200 of such shares to pay the exercise price and issuing the remaining 68,280 shares to the reporting person.
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(
2)
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On March 19, 2015, Farview Management, Co. L.P. (Farview) exercised a warrant to purchase 14,402 shares of the Issuer's common stock for an exercise price of $2.77 per share. Farview paid the exercise price on a cashless basis, resulting in the Issuer withholding 7,643 of such shares to pay the exercise price and issuing to Farview the remaining 6,759 shares.
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(
3)
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Reflects transactions and holdings of shares of common stock of the Issuer held of records by Farview Management, Co. L.P., of which the reporting person is a general partner.
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(
4)
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On March 19, 2015, the Judith E. and Joseph C. Cook, Jr. Foundation, Inc., or Cook Foundation, exercised a warrant to purchase 13,995 shares of the Issuer's common stock for an exercise price of $2.77 per share. The Cook Foundation paid the exercise price on a cashless basis, resulting in the Issuer's withholding 7,427 of such shares to pay the exercise price and issuing to the Cook Foundation the remaining 6,568 shares. Mr. Cook and Judith E. Cook may be deemed to have shared voting and investment power over the shares held by the Cook Foundation. Each of these individuals disclaims beneficial ownership of all such shares, except to the extent of his or her pecuniary interest therein.
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(
5)
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Reflects transactions and holdings of shares of common stock of the Issuer held of record by the Cook Foundation.
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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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COOK JOSEPH C JR
C/O CORCEPT THERAPEUTICS INCORPORATED
149 COMMONWEALTH DRIVE
MENLO PARK, CA 94025
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X
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Signatures
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/s/ Joseph K. Belanoff, CEO of Corcept Therapeutics Incorporated attorney-in-fact
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3/25/2015
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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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