- Statement of Changes in Beneficial Ownership (4)
November 07 2011 - 4:29PM
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
Expires:
November 30, 2011
Estimated average burden
hours per response...
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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
*
CARTER DAVID WARREN
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2. Issuer Name
and
Ticker or Trading Symbol
CALIPER LIFE SCIENCES INC
[
CALP
]
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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)
68 ELM STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/7/2011
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(Street)
HOPKINTON, MA 01748
(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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11/7/2011
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D
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184589
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D
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$10.5
(1)
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0
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D
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Common Stock
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11/7/2011
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D
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23427
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D
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$10.5
(1)
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0
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I
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By Trust
(2)
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Common Stock
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11/7/2011
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D
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14746
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D
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$10.5
(1)
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0
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I
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By Trust
(3)
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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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Option (Right to Buy)
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$4.25
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11/7/2011
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D
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25000
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(4)
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8/9/2016
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Common Stock
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25000
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(4)
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0
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D
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Option (Right to Buy)
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$4.25
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11/7/2011
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D
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11731
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(5)
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6/5/2017
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Common Stock
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11731
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(5)
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0
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D
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Option (Right to Buy)
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$3.43
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11/7/2011
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D
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15790
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(6)
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6/3/2018
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Common Stock
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15790
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(6)
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0
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D
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Option (Right to Buy)
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$1.52
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11/7/2011
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D
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18924
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(7)
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6/2/2019
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Common Stock
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18924
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(7)
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0
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D
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Option (Right to Buy)
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$4
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11/7/2011
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D
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7030
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(8)
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6/2/2020
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Common Stock
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7030
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(8)
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0
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D
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Option (Right to Buy)
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$7.2
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11/7/2011
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D
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3878
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(9)
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6/2/2021
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Common Stock
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3878
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(9)
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0
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D
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Restricted Stock Unit
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(10)
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11/7/2011
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D
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2430
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(11)
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(12)
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Common Stock
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2430
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(11)
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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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Shares were disposed of pursuant to the terms of the merger agreement (the "Merger Agreement") between the Issuer, PerkinElmer, Inc. and PerkinElmer Hopkinton Co. in exchange for the right to receive $10.50 per share in cash.
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(
2)
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Holdings in TTEE David W. Carter TR, The Survivor's Trustor's Share, U/A/D/, of which Mr. Carter is a trustee.
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(
3)
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Holdings in the Carter's descendents Trust, of which Mr. Carter is a trustee.
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(
4)
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This option, which was fully vested on 08/10/2011, was cancelled pursuant to the Merger Agreement in exchange for a cash payment for each share underlying the option equal to $6.25 per share, representing the difference between the merger consideration of $10.50 per share and the exercise price of the option.
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(
5)
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This option, which was fully vested on 06/06/2008, was cancelled pursuant to the Merger Agreement in exchange for a cash payment for each share underlying the option equal to $6.25 per share, representing the difference between the merger consideration of $10.50 per share and the exercise price of the option.
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(
6)
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This option, which was fully vested on 06/04/2009, was cancelled pursuant to the Merger Agreement in exchange for a cash payment for each share underlying the option equal to $7.07 per share, representing the difference between the merger consideration of $10.50 per share and the exercise price of the option.
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(
7)
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This option, which was fully vested on 06/03/2010, was cancelled pursuant to the Merger Agreement in exchange for a cash payment for each share underlying the option equal to $8.98 per share, representing the difference between the merger consideration of $10.50 per share and the exercise price of the option.
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(
8)
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This option, which was fully vested on 06/03/2011, was cancelled pursuant to the Merger Agreement in exchange for a cash payment for each share underlying the option equal to $6.50 per share, representing the difference between the merger consideration of $10.50 per share and the exercise price of the option.
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(
9)
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This option, which provided for vesting as to 25% of the underlying shares on the first anniversary of the grant date and as to an additional 1/48 of the shares monthly thereafter until the fourth anniversary of the grant date, became fully vested and cancelled as of the effective time of the merger pursuant to the Merger Agreement in exchange for a cash payment for each share underlying the option equal to $3.30 per share, representing the difference between the merger consideration of $10.50 per share and the exercise price of the option.
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(
10)
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Each restricted stock unit represents a contingent right to receive on share of Issuer common stock.
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(
11)
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These restricted stock units, which provided for one-year vesting from the date of grant, became fully vested and cancelled as of the effective time of the merger pursuant to the Merger Agreement in exchange for a cash payment equal to $10.50 per restricted stock unit.
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(
12)
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These restricted stock units do not have an expiration date.
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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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CARTER DAVID WARREN
68 ELM STREET
HOPKINTON, MA 01748
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X
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Signatures
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/s/ Stephen E. Creager
Attorney-In-Fact
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11/7/2011
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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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