- Statement of Ownership (SC 13G)
October 04 2011 - 11:50AM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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(Amendment No. )*
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Varian Semiconductor Equipment Associates, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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(CUSIP Number)
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
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x
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 8 Pages)
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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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CUSIP No. 922207105
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13G
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Page 2
of 8 Pages
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1
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NAMES OF REPORTING PERSONS
Arrowgrass Capital Partners (US) LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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
4,086,118 shares of Common Stock
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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
4,086,118 shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,086,118 shares of Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
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12
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TYPE OF REPORTING PERSON
IA, PN
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CUSIP No. 922207105
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13G
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Page 3
of 8 Pages
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1
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NAMES OF REPORTING PERSONS
Arrowgrass Capital Services (US) Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
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
4,086,118 shares of Common Stock
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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
4,086,118 shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,086,118 shares of Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 922207105
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13G
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Page 4
of 8 Pages
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Item 1
(a)
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NAME OF ISSUER:
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The name of the issuer is Varian Semiconductor Equipment Associates, Inc. (the "Company").
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Item 1
(b)
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
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The Company’s principal executive offices are located at 35 Dory Road, Gloucester, Massachusetts 01930-2297.
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Item 2
(a)
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NAME OF PERSON FILING:
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This statement is filed by:
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(i)
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Arrowgrass Capital Partners (US) LP ("ACP"), a Delaware limited partnership, which serves as the investment manager to Arrowgrass Master Fund, Ltd. (the "Arrowgrass Fund"), with respect to the shares of Common Stock (as defined below) directly held by the Arrowgrass Fund; and
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(ii)
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Arrowgrass Capital Services (US) Inc. ("ACS"), a Delaware corporation, which serves as the general partner of ACP, with respect to the Common Stock directly held by the Arrowgrass Fund.
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The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
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The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.
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Item 2
(b)
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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The address of the business office of each of the Reporting Persons is 1330 Avenue of the Americas, 32nd Floor, New York, New York 10019.
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Item 2
(c)
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CITIZENSHIP:
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ACP is a limited partnership organized under the laws of the State of Delaware. ACS is a corporation organized under the laws of the State of Delaware.
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Item 2
(d)
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TITLE OF CLASS OF SECURITIES:
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Common Stock, par value $0.01 per share, (the "Common Stock").
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Item 2
(e)
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CUSIP NUMBER:
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922207105
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CUSIP No. 922207105
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13G
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Page 5
of 8 Pages
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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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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x
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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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Employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
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(g)
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x
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Parent holding company or control person in accordance with
Rule 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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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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(j)
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Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution:
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A.
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Arrowgrass Capital Partners (US) LP
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(a)
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Amount beneficially owned: 4,086,118
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(b)
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Percent of Class: 5.3%. The percentages used herein and in the rest of the Schedule 13G are calculated based upon 77,170,007 shares of Common Stock outstanding, which reflects the number of shares of Common Stock outstanding, as of July 22, 2011, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended July 1, 2011 filed on July 28, 2011.
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(c)
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 4,086,118
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition of: 4,086,118
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CUSIP No. 922207105
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13G
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Page 6
of 8 Pages
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B.
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Arrowgrass Capital Services (US) Inc.
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(a)
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Amount beneficially owned: 4,086,118
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(b)
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Percent of class: 5.3%.
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(c)
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 4,086,118
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition of: 4,086,118
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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Not applicable.
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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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Not applicable.
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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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Not applicable.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable.
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Not applicable.
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Each of the Reporting Persons hereby makes the following certification:
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By signing below each Reporting Person certifies that, to the best of its 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.
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CUSIP No. 922207105
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13G
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Page 7
of 8 Pages
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
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DATED: October 4, 2011
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ARROWGRASS CAPITAL PARTNERS (US) LP
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By: Arrowgrass Capital Service (US) Inc.,
Its General Partner
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Name:
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Sean Flynn
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Title:
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Director
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ARROWGRASS CAPITAL SERVICES (US) INC.
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Name:
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Sean Flynn
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Title:
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Director
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CUSIP No. 922207105
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13G
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Pag 8
of 8 Pages
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EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
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 shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. 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 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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DATED: October 4, 2011
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ARROWGRASS CAPITAL PARTNERS (US) LP
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By: Arrowgrass Capital Service (US) Inc.,
Its General Partner
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Name:
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Sean Flynn
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Title:
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Director
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ARROWGRASS CAPITAL SERVICES (US) INC.
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Name:
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Sean Flynn
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Title:
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Director
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