Statement of Changes in Beneficial Ownership (4)
April 09 2019 - 3:37PM
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
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
*
Macken Patrick W
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2. Issuer Name
and
Ticker or Trading Symbol
ARRIS International plc
[
ARRS
]
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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)
SVP, GEN COUNSEL AND SECRETARY
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(Last)
(First)
(Middle)
3871 LAKEFIELD DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/4/2019
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(Street)
SUWANEE, GA 30024
(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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Ordinary Shares
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4/4/2019
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D
(1)
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21712
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D
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$31.75
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0
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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 Shares
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$0
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4/4/2019
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D
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15130
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(2)
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(3)
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Ordinary Shares
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15130
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(2)
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0
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D
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Restricted Shares
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$0
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4/4/2019
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D
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13110
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(2)
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(3)
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Ordinary Shares
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13110
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(2)
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0
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D
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Restricted Shares
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$0
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4/4/2019
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D
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921
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(4)
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7/7/2020
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Ordinary Shares
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921
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(4)
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2862
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D
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Restricted Shares
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$0
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4/4/2019
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D
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2862
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(5)
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7/7/2020
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Ordinary Shares
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2862
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(5)
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0
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D
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Restricted Shares
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$0
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4/4/2019
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D
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24698
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(6)
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(3)
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Ordinary Shares
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24698
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(6)
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0
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D
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Restricted Shares
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$0
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4/4/2019
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D
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798
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(4)
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3/29/2021
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Ordinary Shares
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798
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(4)
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2480
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D
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Restricted Shares
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$0
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4/4/2019
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D
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2480
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(5)
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3/29/2021
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Ordinary Shares
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2480
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(5)
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0
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D
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Restricted Shares
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$0
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4/4/2019
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D
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2115
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(4)
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3/30/2022
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Ordinary Shares
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2115
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(4)
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6569
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D
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Restricted Shares
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$0
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4/4/2019
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D
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6569
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(5)
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3/30/2022
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Ordinary Shares
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6569
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(5)
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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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Pursuant to the terms of that certain Bid Conduct Agreement (the "Acquisition Agreement") between ARRIS International plc ("ARRIS") and CommScope Holding Company, Inc. ("CommScope"), CommScope agreed to acquire all of the issued and to be issued Ordinary Shares of ARRIS (the "Acquisition") for $31.75 per Ordinary Share by means of a court-sanctioned scheme of arrangement (the "Scheme"). On April 4, 2019, at the effective time of the Scheme (the "Effective Time"), each Ordinary Share then outstanding was automatically transferred from ARRIS shareholders in accordance with the Scheme and the Acquisition Agreement to CommScope, and the ARRIS shareholders ceased to have any rights with respect to their Ordinary Shares, except their right to receive $31.75 per Ordinary Share. This represents shares disposed of upon consummation of the Acquisition.
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(2)
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At the Effective Time, this performance-based restricted stock unit grant, which provided for vesting between 0 and 200% of the grant amount based on the Company's shareholder return as compared to the NASDAQ Composite shareholder return over a three-year measurement period, was deemed to have satisfied its performance-based vesting conditions at the target level, and was cancelled and converted into the right to receive cash equal to $31.75 multiplied by the number of Ordinary Shares subject to such performance-based restricted stock units.
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(3)
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This restricted stock unit grant does not have a date of expiration, but will fully vest pursuant to the predetermined vesting schedule.
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(4)
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At the Effective Time, 24.35% of the Ordinary Shares subject to this restricted stock unit grant, which provided for vesting in four equal annual installments beginning one year from the date of grant, were cancelled and converted into the right to receive cash equal to $31.75 multiplied by the number of restricted stock units being so cancelled and converted.
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(5)
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At the Effective Time, 75.65% of the Ordinary Shares subject to this restricted stock unit grant, which provided for vesting in four equal annual installments beginning one year from the date of grant, were assumed and converted into restricted stock units denominated in shares of CommScope common stock equal to (i) the number of restricted stock units being so converted multiplied by (ii) an exchange ratio, (A) the numerator of which is $31.75 and (B) the denominator of which is the volume-weighted average price per share of CommScope's Common Stock for the 20 trading days prior to the Effective Time of $22.0581, but otherwise remained subject to the original terms and vesting schedule associated with such assumed restricted stock unit
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(6)
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At the Effective Time, this performance-based restricted stock unit grant, which provided for vesting between 0 and 200% of the grant amount based on the Company's shareholder return as compared to the NASDAQ Composite shareholder return over a three-year measurement period, was deemed to have satisfied its performance-based vesting conditions at a level that results in performance vesting at 150% of the target level, and was cancelled and converted into the right to receive cash equal to $31.75 multiplied by the number of Ordinary Shares subject to such performance-based restricted stock units.
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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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Macken Patrick W
3871 LAKEFIELD DRIVE
SUWANEE, GA 30024
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SVP, GEN COUNSEL AND SECRETARY
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Signatures
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/s/ Patrick W. Macken
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4/9/2019
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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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