Statement of Changes in Beneficial Ownership (4)
December 05 2016 - 6:04PM
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
*
Graves Kris
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2. Issuer Name
and
Ticker or Trading Symbol
DTS, INC.
[
DTSI
]
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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, Human Resources
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(Last)
(First)
(Middle)
5220 LAS VIRGENES ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/1/2016
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(Street)
CALABASAS, CA 91302
(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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12/1/2016
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D
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5959
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D
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$42.50
(1)
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13719
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D
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Common Stock
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12/1/2016
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D
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13719
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D
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(2)
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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 Stock Unit
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$27.68
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12/1/2016
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D
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8153
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(3)
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2/11/2025
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Common Stock
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8153
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(2)
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0
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D
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Stock Option (Right to Buy)
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$30.49
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12/1/2016
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D
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24000
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(4)
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3/26/2022
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Common Stock
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24000
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$12.01
(5)
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0
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D
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Stock Option (Right to Buy)
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$19.75
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12/1/2016
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D
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20000
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(6)
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2/18/2020
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Common Stock
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20000
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(7)
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0
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D
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Stock Option (Right to Buy)
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$20.37
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12/1/2016
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D
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24690
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(8)
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2/15/2021
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Common Stock
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24690
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(9)
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0
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D
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Performance-based Restricted Stock Units (Right to Buy)
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$20.37
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12/1/2016
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D
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922
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(10)
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3/13/2024
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Common Stock
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922
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$42.50
(11)
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0
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D
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Performance-based Restricted Stock Units (Right to Buy)
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$27.68
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12/1/2016
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D
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7250
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(12)
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2/11/2025
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Common Stock
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7250
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$42.50
(11)
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0
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D
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Performance-based Restricted Stock Units (Right to Buy)
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$22.04
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12/1/2016
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D
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9400
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(13)
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2/11/2026
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Common Stock
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9400
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$42.50
(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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Disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 19, 2016, among the issuer, Tessera Technologies, Inc., Tempe Holdco Corporation ("Holdco"), Tempe Merger Sub Corporation and Arizona Merger Sub Corporation in exchange for $42.50 per share (the "Merger Consideration") upon the closing of the merger.
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(
2)
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The unvested restricted stock units held by the reporting person were cancelled pursuant to the terms of the Merger Agreement and, as set forth in the Merger Agreement, shall be assumed or substituted by Holdco and converted automatically upon the closing of the merger into restricted stock units denominated in shares of common stock of Holdco.
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(
3)
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These restricted stock units vest in four equal annual installments beginning on February 15, 2016.
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(
4)
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This option vests and becomes exercisable in four equal annual installments beginning on March 26, 2013.
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(
5)
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This option was cancelled pursuant to the terms of the Merger Agreement and, as set forth in the Merger Agreement, was exchanged for the right to receive a cash payment equal to the difference between the Merger Consideration and the option exercise price multiplied by the number of vested options.
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(
6)
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This option vests and becomes exercisable in four equal annual installments beginning on February 15, 2014.
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(
7)
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Pursuant to the terms of the Merger Agreement, this option was cancelled and (i) 15,000 vested options were exchanged for a cash payment of $22.75 per option and (ii) 5,000 unvested options will be assumed or substituted by Holdco and converted into options denominated in shares of common stock of Holdco.
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(
8)
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This option vests and becomes exercisable in four equal annual installments beginning on March 13, 2015.
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(
9)
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Pursuant to the terms of the Merger Agreement, this option was cancelled and (i) 12,345 vested options were exchanged for a cash payment of $22.13 per option and (ii) 12,345 unvested options will be assumed or substituted by Holdco and converted into options denominated in shares of common stock of Holdco.
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(
10)
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These performance-based vesting restricted stock units vests in two equal installments upon achievement of certain internal performance goals, with 50% units vesting on February 15, 2016 and the remaining 50% units vesting on February 15, 2017.
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(
11)
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These performance-based restricted stock units were cancelled pursuant to the terms of the Merger Agreement and were exchanged for the Merger Consideration.
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(
12)
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These performance-based vesting restricted stock units vests in two equal installments upon achievement of certain internal performance goals, with 50% of the units vesting on February 15, 2017 and the remaining units vesting on February 15, 2018.
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(
13)
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These performance-based vesting restricted stock units vests in two equal installments upon achievement of certain internal performance goals, with 50% units vesting on February 15, 2018 and the remaining 50% units vesting on February 15, 2019.
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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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Graves Kris
5220 LAS VIRGENES ROAD
CALABASAS, CA 91302
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EVP, Human Resources
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Signatures
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/s/ Jon Kirchner, Attorney-in-Fact
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12/5/2016
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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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