- Statement of Changes in Beneficial Ownership (4)
September 11 2012 - 9:01PM
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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
AGLIATA MICHAEL
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2. Issuer Name
and
Ticker or Trading Symbol
INTERLINE BRANDS, INC./DE
[
IBI
]
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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)
General Counsel
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(Last)
(First)
(Middle)
C/O INTERLINE BRANDS, INC., 701 SAN MARCO BOULEVARD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/7/2012
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(Street)
JACKSONVILLE, FL 32207
(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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9/7/2012
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D
(1)
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5184
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D
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$25.50
(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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Option (right) to buy Common Stock
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$22.93
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9/7/2012
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D
(2)
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2000
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(3)
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7/30/2014
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Common Stock
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2000
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$2.57
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0
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D
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Option (right) to buy Common Stock
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$19.63
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9/7/2012
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D
(2)
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1056
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(4)
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2/26/2015
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Common Stock
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1056
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$5.87
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0
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D
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Option (right) to buy Common Stock
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$7.89
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9/7/2012
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D
(5)
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5000
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(6)
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2/25/2016
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Common Stock
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5000
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$17.61
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0
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D
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Option (right) to buy Common Stock
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$17.92
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9/7/2012
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D
(7)
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7394
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(8)
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2/24/2017
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Common Stock
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7394
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$7.58
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0
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D
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Option (right) to buy Common Stock
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$21.58
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9/7/2012
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D
(2)
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12965
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(9)
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3/2/2018
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Common Stock
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12965
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$3.92
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0
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D
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Option (right) to buy Common Stock
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$20.56
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9/7/2012
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D
(2)
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11621
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(10)
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2/28/2019
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Common Stock
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11621
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$4.94
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0
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D
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Restricted Share Units
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$0.00
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9/7/2012
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D
(1)
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10853
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(11)
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(11)
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Common Stock
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10853
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$25.50
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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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Disposition pursuant to the merger agreement, dated May 29, 2012, by and among the issuer, Isabelle Holding Company, LLC, formerly Isabelle Holding Company Inc. prior to its conversion to a limited liability company ("Parent") and Isabelle Acquisition Sub Inc. ("Merger Sub") providing for the merger (the "Merger") of Merger Sub with and into the issuer effective as of September 7, 2012, pursuant to which all outstanding shares were cancelled in exchange for a cash payment equal to $25.50 per share.
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(
2)
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All options, unless otherwise agreed upon between Parent and Mr. Agliata and as specified herein, were cancelled and converted into the right to receive an amount in cash equal to, without interest and less applicable withholding taxes, the product of (i) the excess, if any, of $25.50 (the per share merger consideration) over the per share exercise price of the applicable stock option and (ii) the aggregate number of shares of common stock that may be acquired upon exercise of such stock option immediately prior to the effective time of the Merger.
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(
3)
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The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, July 30, 2007.
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(
4)
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The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 26, 2008.
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(
5)
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Pursuant to an individual agreement entered into in connection with the Merger, all 5,000 shares of common stock subject to this stock option were assumed by Parent and replaced with options to acquire 500 membership units of Parent for $78.90 per unit.
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(
6)
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The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 25, 2009.
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(
7)
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Pursuant to an individual agreement entered into in connection with the Merger, all 7,394 shares of common stock subject to this stock option were assumed by Parent and replaced with options to acquire 739.4 of Parent for $179.20 per unit.
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(
8)
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The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 24, 2010.
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(
9)
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The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, March 2, 2011.
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(
10)
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The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 29, 2012.
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(
11)
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All outstanding restricted share units subject to time-based vesting conditions became fully vested in accordance with their terms at the effective time of the Merger. All outstanding restricted share units subject to performance-based vesting conditions became fully vested upon the occurrence of the Merger and the number of shares of the issuer's common stock subject to such awards that became vested was equal to the maximum amount of such award. Accordingly, all restricted share units vested at the maximum amount of such award as of immediately prior to the consummation of the Merger. At the effective time of the Merger, each vested restricted share unit was converted into the right to receive an amount in cash equal to $25.50 (the per share merger consideration) per share of the issuer's common stock underlying such restricted share unit, without interest and less applicable withholding taxes.
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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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AGLIATA MICHAEL
C/O INTERLINE BRANDS, INC.
701 SAN MARCO BOULEVARD
JACKSONVILLE, FL 32207
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General Counsel
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Signatures
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/s/ Michael Agliata
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9/11/2012
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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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