Statement of Changes in Beneficial Ownership (4)
August 20 2019 - 7:13PM
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
*
Gupta Neeraj
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2. Issuer Name
and
Ticker or Trading Symbol
CASTLIGHT HEALTH, INC.
[
CSLT
]
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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)
EVP, Engineering
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(Last)
(First)
(Middle)
C/O CASTLIGHT HEALTH, INC., 150 SPEAR ST., SUITE 400
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/16/2019
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(Street)
SAN FRANCISCO, CA 94105
(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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Class B Common Stock
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8/16/2019
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M
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25000
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A
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$0
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322775
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D
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Class B Common Stock
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8/16/2019
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M
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3125
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A
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$0
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325900
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D
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Class B Common Stock
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8/16/2019
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M
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8125
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A
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$0
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334025
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D
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Class B Common Stock
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8/16/2019
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M
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3125
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A
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$0
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337150
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D
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Class B Common Stock
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8/16/2019
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M
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20750
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A
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$0
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357900
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D
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Common Stock
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8/19/2019
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S
(7)
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21460
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D
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$1.4056
(8)
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336440
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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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Restricted Stock Units
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(1)
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8/16/2019
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M
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25000
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(2)
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(2)
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Class B Common Stock
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25000
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$0
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100000
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D
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Restricted Stock Units
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(1)
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8/16/2019
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M
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3125
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(3)
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(3)
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Class B Common Stock
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3125
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$0
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18750
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D
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Restricted Stock Units
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(1)
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8/16/2019
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M
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8125
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(4)
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(4)
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Class B Common Stock
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8125
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$0
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81250
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D
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Restricted Stock Units
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(1)
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8/16/2019
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M
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3125
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(5)
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(5)
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Class B Common Stock
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3125
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$0
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37500
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D
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Restricted Stock Units
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(1)
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8/16/2019
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M
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20750
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(6)
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(6)
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Class B Common Stock
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20750
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$0
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290500
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D
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Explanation of Responses:
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(1)
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Each RSU represents a contingent right to receive 1 share of the Issuer's Class B common stock upon settlement for no consideration.
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(2)
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25% of the restricted stock units ("RSUs") vested on August 16, 2017 and the remainder vested and will continue to vest quarterly over three years thereafter in equal installments. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting, at which time shares will be automatically sold on behalf of the Reporting Person to cover any tax withholding obligations.
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(3)
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25% of the RSUs vested on March 7, 2018 and the remainder vested and will continue to vest quarterly over three years thereafter in equal installments, beginning on May 16, 2018. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting, at which time shares will be automatically sold on behalf of the Reporting Person to cover any tax withholding obligations.
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(4)
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The RSUs vested, and will continue to vest, in equal quarterly installments over four years, beginning on May 16, 2018. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting, at which time shares will be automatically sold on behalf of the Reporting Person to cover any tax withholding obligations.
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(5)
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The RSUs vest in equal quarterly installments over four years, beginning on November 16, 2018. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting, at which time shares will be automatically sold on behalf of the Reporting Person to cover any tax withholding obligations.
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(6)
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The RSUs vest in equal quarterly installments over four years, beginning on May 16, 2019. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting, at which time shares will be sold by the Reporting Person to cover any tax withholding obligations.
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(7)
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This transaction was effected pursuant to a 10b5-1 trading plan previously adopted by the Reporting Person.
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(8)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.37 to $1.44 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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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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Gupta Neeraj
C/O CASTLIGHT HEALTH, INC.
150 SPEAR ST., SUITE 400
SAN FRANCISCO, CA 94105
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EVP, Engineering
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Signatures
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/s/Jennifer Chaloemtiarana, by power of attorney
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8/20/2019
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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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