Statement of Changes in Beneficial Ownership (4)
September 10 2014 - 1:32PM
Edgar (US Regulatory)
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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
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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
*
Forbes Karrie
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2. Issuer Name
and
Ticker or Trading Symbol
MATTRESS FIRM HOLDING CORP.
[
MFRM
]
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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)
Executive Vice President
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(Last)
(First)
(Middle)
C/O MATTRESS FIRM HOLDING CORP., 5815 GULF FREEWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/9/2014
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(Street)
HOUSTON, TX 77023
(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, par value $0.01 per share
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9/9/2014
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M
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3632
(1)
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A
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$19.00
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22548
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I
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By husband
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Common Stock, par value $0.01 per share
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9/9/2014
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S
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100
(1)
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D
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$64.63
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22448
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I
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By husband
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Common Stock, par value $0.01 per share
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9/9/2014
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S
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300
(1)
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D
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$64.67
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22148
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I
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By husband
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Common Stock, par value $0.01 per share
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9/9/2014
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S
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500
(1)
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D
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$64.675
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21648
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I
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By husband
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Common Stock, par value $0.01 per share
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9/9/2014
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S
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300
(1)
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D
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$64.685
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21348
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I
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By husband
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Common Stock, par value $0.01 per share
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9/9/2014
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S
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100
(1)
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D
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$64.6975
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21248
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I
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By husband
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Common Stock, par value $0.01 per share
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9/9/2014
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S
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656
(1)
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D
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$64.70
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20592
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I
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By husband
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Common Stock, par value $0.01 per share
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9/9/2014
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S
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400
(1)
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D
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$64.71
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20192
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I
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By husband
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Common Stock, par value $0.01 per share
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9/9/2014
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S
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676
(1)
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D
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$64.72
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19516
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I
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By husband
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Common Stock, par value $0.01 per share
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9/9/2014
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S
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500
(1)
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D
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$64.725
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19016
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I
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By husband
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Common Stock, par value $0.01 per share
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9/9/2014
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S
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100
(1)
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D
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$64.73
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18916
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I
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By husband
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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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Employee Option to Purchase Common Stock
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$19.00
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9/9/2014
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M
(2)
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3632
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11/17/2012
(3)
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11/17/2021
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Common Stock
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3632
(4)
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$0
(6)
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11038
(5)
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I
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By husband
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Explanation of Responses:
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(
1)
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The shares were issued upon the exercise of options by the reporting person's husband (described in Table II) and then immediately sold.
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(
2)
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The shares that were issued upon the exercise of options by the reporting person's husband were immediately sold, as is presented in Table I.
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(
3)
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One-half of the options will become exercisable in five equal annual installments beginning on November 17, 2012. The remaining stock options will become exercisable in four equal annual installments beginning on November 17, 2012, provided the issuer has met or exceeded the applicable annual specified stock price increase targets. Assuming all of the targets are met, the options will become fully exercisable on November 17, 2016.
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(
4)
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This number represents the partial exercise of options issued to the reporting person's husband on November 17, 2011 to purchase shares of common stock, par value $0.01 per share, of Mattress Firm Holding Corp.
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(
5)
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Includes options to purchase shares of common stock, par value $0.01 per share, of Mattress Firm Holding Corp. at an exercise price of $19.00 per share.
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(
6)
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Pursuant to General Instruction 4(c)(iii) of Form 4, the exercise price is reported in Column 2 of this Table II.
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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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Forbes Karrie
C/O MATTRESS FIRM HOLDING CORP.
5815 GULF FREEWAY
HOUSTON, TX 77023
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Executive Vice President
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Signatures
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/s/ Karrie Forbes
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9/10/2014
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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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