Statement of Changes in Beneficial Ownership (4)
November 02 2016 - 2:54PM
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
*
GARVEY JAMES C
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2. Issuer Name
and
Ticker or Trading Symbol
PROVIDENCE & WORCESTER RAILROAD CO/RI/
[
PWX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
75 HAMMOND STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/1/2016
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(Street)
WORCESTER, MA 01610
(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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11/1/2016
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D
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300
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D
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$25.00
(1)
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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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Stock Option (right to buy)
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$16.49
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11/1/2016
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D
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1000
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1/18/2017
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1/18/2026
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Common Stock
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1000
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$8.51
(2)
(3)
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0
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D
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Stock Option (right to buy)
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$18.09
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11/1/2016
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D
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190
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7/2/2015
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1/2/2025
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Common Stock
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190
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$6.91
(2)
(4)
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0
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D
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Stock Option (right to buy)
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$19.55
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11/1/2016
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D
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180
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7/2/2014
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1/2/2024
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Common Stock
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180
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$5.45
(2)
(5)
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0
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D
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Stock Option (right to buy)
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$13.96
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11/1/2016
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D
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170
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7/2/2013
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1/2/2023
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Common Stock
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170
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$11.04
(2)
(6)
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0
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D
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Stock Option (right to buy)
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$11.40
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11/1/2016
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D
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160
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7/3/2012
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1/3/2022
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Common Stock
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160
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$13.60
(2)
(7)
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0
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D
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Stock Option (right to buy)
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$16.75
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11/1/2016
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D
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150
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7/3/2011
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1/3/2021
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Common Stock
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150
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$8.25
(2)
(8)
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0
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D
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Stock Option (right to buy)
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$10.75
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11/1/2016
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D
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140
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7/4/2010
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1/4/2020
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Common Stock
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140
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$14.25
(2)
(9)
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0
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D
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Stock Option (right to buy)
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$11.99
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11/1/2016
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D
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130
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7/2/2009
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1/2/2019
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Common Stock
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130
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$13.01
(2)
(10)
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0
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D
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Stock Option (right to buy)
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$16.72
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11/1/2016
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D
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120
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7/2/2008
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1/2/2018
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Common Stock
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120
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$8.28
(2)
(11)
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0
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D
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Stock Option (right to buy)
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$19.50
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11/1/2016
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D
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110
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7/2/2007
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1/2/2017
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Common Stock
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110
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$5.50
(2)
(12)
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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 Merger Agreement, dated August 12, 2016 (the "Merger Agreement"), among Providence and Worcester Railroad Company (the "Company"), Genesee & Wyoming Inc. ("G&W"), and Pullman Acquisition Sub Inc. ("Pullman"), whereby Pullman merged with and into the Company, whereupon the separate corporate existence of Pullman ceased and the Company became a wholly-owned subsidiary of G&W, in exchange for $25.00 per share in cash.
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(
2)
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This option was cancelled pursuant to the terms of the Merger Agreement.
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(
3)
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The reporting person received $8,510.00 as consideration for the cancellation.
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(
4)
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The reporting person received $1,312.90 as consideration for the cancellation.
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(
5)
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The reporting person received $981.00 as consideration for the cancellation.
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(
6)
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The reporting person received $1,876.80 as consideration for the cancellation.
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(
7)
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The reporting person received $2,176.00 as consideration for the cancellation.
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(
8)
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The reporting person received $1,237.50 as consideration for the cancellation.
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(
9)
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The reporting person received $1,995.00 as consideration for the cancellation.
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(
10)
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The reporting person received $1,691.30 as consideration for the cancellation.
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(
11)
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The reporting person received $993.60 as consideration for the cancellation.
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(
12)
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The reporting person received $605.00 as consideration for the cancellation.
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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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GARVEY JAMES C
75 HAMMOND STREET
WORCESTER, MA 01610
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X
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Signatures
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/s/ James C. Garvey
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11/2/2016
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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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