Amended Statement of Ownership (sc 13g/a)
February 14 2018 - 5:16PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
13G/A
(Rule
13d-102)
(Amendment No. 3)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES
13d-1(b),
(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE
13d-2(b)
Lumos Networks Corp.
(Name of Issuer)
Common
Stock, par value $0.01 per share
(Title of Class of Securities)
550283105
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☒ Rule
13d-1(b)
☐ Rule
13d-1(c)
☐ Rule
13d-1(d)
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CUSIP No. 550283105
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13G/A
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Canton Holdings, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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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
1,953,891
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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
1,953,891
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,953,891
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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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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
8.3% **
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12
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TYPE OF REPORTING PERSON*
OO, HC
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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2
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CUSIP No. 550283105
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13G/A
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Archer Capital Management, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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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
1,953,891
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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
1,953,891
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,953,891
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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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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
8.3% **
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12
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TYPE OF REPORTING PERSON*
PN, IA
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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3
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CUSIP No. 550283105
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13G/A
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Joshua A. Lobel
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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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
United States
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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
1,953,891
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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
1,953,891
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,953,891
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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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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
8.3% **
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12
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TYPE OF REPORTING PERSON*
IN, HC
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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4
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CUSIP No. 550283105
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13G/A
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Eric J. Edidin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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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
United States
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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
1,953,891
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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
1,953,891
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,953,891
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
8.3% **
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12
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TYPE OF REPORTING PERSON*
IN, HC
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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5
SCHEDULE 13G/A
This Amendment No. 3 (this Amendment) to the Schedule 13G (the Schedule 13G) relates to shares of Common Stock,
$0.01 par value per share (the Common Stock), of Lumos Networks Corp., a Delaware corporation (the Issuer), and is being filed on behalf of (i) Archer Capital Management, L.P. (Archer), a Delaware limited
partnership, as the investment manager to certain private investment funds (the Funds), (ii) Canton Holdings, L.L.C. (Canton), a Delaware limited liability company, as the general partner of Archer, (iii) Joshua A.
Lobel, an individual, as a principal of Canton, and (iv) Eric J. Edidin, an individual, as a principal of Canton (the persons mentioned in (i) (ii), (iii) and (iv) above are referred to as the Reporting Persons). All shares of
Common Stock reported in this Amendment are held by the Funds.
This Amendment amends and restates the Schedule 13G as set forth below.
Item 1(a)
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Name of Issuer.
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Lumos Networks Corp.
Item 1(b)
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Address of Issuers Principal Executive Offices.
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One Lumos Plaza
P.O. Box 1068
Waynesboro,
Virginia 22980
Item 2(a)
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Name of Person Filing.
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(i) Archer Capital Management, L.P. (Archer),
(ii) Canton Holdings, L.L.C. (Canton), (iii) Joshua A. Lobel (Mr. Lobel) and (iv) Eric J. Edidin (Mr. Edidin).
Item 2(b)
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Address of Principal Business Office, or, if none, Residence.
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570 Lexington Avenue, 40
th
Floor
New York, New York 10022.
Item 2(c)
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Citizenship or Place of Organization.
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Archer is a Delaware limited partnership. Canton
is a Delaware limited liability company. Mr. Lobel and Mr. Edidin are United States citizens.
Item 2(d)
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Title of Class of Securities.
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Common Stock, $0.01 par value per share (the
Common Stock).
6
550283105
Item 3
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If this statement is filed pursuant to
§§240.13d-1(b)
or
240.13d-2(b)
or (c), check whether the person filing is a:
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(a) ☐ Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C.
80a-8).
(e) ☒ An investment advisor
in accordance with
§240.13d-1(b)(1)(ii)(E).
(f) ☐ An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F).
(g) ☒ A parent holding
company or control person in accordance with
§240.13d-1(b)(1)(ii)(G).
(h) ☐ A 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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☐
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3).
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(j) ☐ Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
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(a)
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Canton, Archer, Mr. Lobel and Mr. Edidin may be deemed the beneficial owners of the 1,953,891 shares of Common Stock held by the Funds.
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(b)
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Canton, Archer, Mr. Lobel and Mr. Edidin may be deemed the beneficial owners of 8.3% of the Issuers outstanding shares of Common Stock. This percentage was calculated by dividing (i) the number of
shares of Common Stock reported in Item 4(a) held by the Reporting Persons by (ii) the 23,576,258 shares of Common Stock outstanding as of November 4, 2016, as reported in the
10-Q
filed by the
Issuer with the Securities and Exchange Commission on November 9, 2016.
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(c)
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Canton, Archer, Mr. Lobel and Edidin have the shared power to vote and dispose of the 1,953,891 shares of Common Stock held by the Funds.
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Item 5
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Ownership of Five Percent or Less of a Class.
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7
Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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The Funds have the
right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of securities.
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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Inapplicable.
Item 8
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Identification and Classification of Members of the Group.
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Inapplicable.
Item 9
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Notice of Dissolution of Group.
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Inapplicable.
By signing below each of the Reporting Persons certifies that, to the
best of such persons knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were 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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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 14, 2018
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Archer Capital Management, L.P.
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By: Canton Holdings, L.L.C., its general partner
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By:
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/s/ Joshua A. Lobel
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Name:
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Joshua A. Lobel
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Title:
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Manager
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Canton Holdings, L.L.C.
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By:
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/s/ Joshua A. Lobel
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Name:
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Joshua A. Lobel
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Title:
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Manager
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/s/ Joshua A. Lobel
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Joshua A. Lobel
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/s/ Eric J. Edidin
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Eric J. Edidin
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9
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