Statement of Changes in Beneficial Ownership (4)
October 01 2015 - 1:47PM
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
*
NICHOLSON LARRY T
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2. Issuer Name
and
Ticker or Trading Symbol
RYLAND GROUP INC
[
RYL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO & President
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(Last)
(First)
(Middle)
3011 TOWNSGATE ROAD, SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/1/2015
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(Street)
WESTLAKE VILLAGE, CA 91361-3027
(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 $1.00 per share
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10/1/2015
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M
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10890
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A
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(1)
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479903
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D
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Common Stock, par value $1.00 per share
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10/1/2015
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M
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21464
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A
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(1)
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501367
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D
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Common Stock, par value $1.00 per share
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10/1/2015
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A
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65340
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A
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(2)
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566707
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D
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Common Stock, par value $1.00 per share
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10/1/2015
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A
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68478
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A
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(2)
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635185
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D
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Common Stock, par value $1.00 per share
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10/1/2015
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F
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91811
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D
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$40.83
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543374
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D
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Common Stock, par value $1.00 per share
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10/1/2015
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D
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543374
(3)
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D
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(4)
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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 Units
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(1)
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10/1/2015
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M
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10890
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(1)
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(1)
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Common Stock, par value $1.00 per share
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10890
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(1)
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0
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D
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Restricted Stock Units
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(1)
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10/1/2015
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M
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21464
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(1)
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(1)
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Common Stock, par value $1.00 per share
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21464
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(1)
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0
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D
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Restricted Stock Units
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(5)
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10/1/2015
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D
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39560
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(5)
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(5)
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Common Stock, par value $1.00 per share
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39560
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(5)
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0
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D
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Stock Option (right to buy)
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$16.52
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10/1/2015
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D
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175000
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3/1/2012
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3/1/2016
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Common Stock, par value $1.00 per share
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175000
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(6)
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0
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D
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Stock Option (right to buy)
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$18.22
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10/1/2015
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D
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175000
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3/1/2013
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3/1/2019
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Common Stock, par value $1.00 per share
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175000
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(6)
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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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Each restricted stock unit represents a contingent right to receive one share of issuer's common stock and/or the cash value thereof. The restricted stock units vested pursuant to the Amended and Restated Agreement and Plan of Merger by and between The Ryland Group, Inc. and Standard Pacific Corp. dated as of June 14, 2015 (the "merger agreement"). Pursuant to the merger agreement, The Ryland Group, Inc. merged with and into Standard Pacific Corp., with Standard Pacific Corp. continuing as the surviving corporation under the name CalAtlantic Group, Inc. Immediately prior to the effective time of the merger, each restricted stock unit was settled in a share of Ryland common stock, less any applicable tax withholding.
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(
2)
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Reflects settlement of long-term incentive plan ("LTIP") awards. The LTIP awards vested (at the target level) pursuant to the merger agreement. Immediately prior to the effective time of the merger, LTIP awards were settled in shares of Ryland common stock, less any applicable tax withholding.
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(
3)
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Includes 575 shares held by the Ryland Retirement Savings Opportunity Plan and allocated to the account of the Reporting Person pursuant to the conversion of shares of Series A ESOP Convertible Preferred Shares held by the Plan as required by Section 409(1)(3) of the Internal Revenue Code.
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(
4)
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Disposed of pursuant to the merger agreement. At the effective time of the merger, each share of Ryland common stock issued and outstanding immediately prior to the effective time of the merger was converted into and became exchangeable for 1.0191 validly issued, fully paid and non-assessable shares of common stock of CalAtlantic Group, Inc.
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(
5)
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Disposed of pursuant to the merger agreement. At the effective time of the merger, each restricted stock unit converted into and became exchangeable for a restricted stock unit of CalAtlantic Group, Inc., on the same terms and conditions (subject to certain modifications) as were applicable under such restricted stock unit as of immediately prior to the merger. The number of shares of CalAtlantic Group, Inc. common stock underlying each converted Ryland restricted stock unit was determined by multiplying the number of shares of Ryland common stock subject to such restricted stock unit immediately prior to the completion of the merger by the exchange ratio of 1.0191, and rounding down to the nearest whole share.
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(
6)
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Pursuant to the merger agreement, each option to purchase shares of Ryland common stock was converted into an option to acquire shares of CalAtlantic Group, Inc. common stock on the same terms and conditions as were applicable under such option as of immediately prior to the merger. The number of shares of CalAtlantic Group, Inc. common stock underlying each converted Ryland option was determined by multiplying the number of shares of Ryland common stock subject to such option immediately prior to the completion of the merger by the exchange ratio of 1.0191, and rounding down to the nearest whole share.
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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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NICHOLSON LARRY T
3011 TOWNSGATE ROAD
SUITE 200
WESTLAKE VILLAGE, CA 91361-3027
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X
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CEO & President
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Signatures
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/s/ Timothy J. Geckle, as Attorney-in-Fact for Larry T. Nicholson
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10/1/2015
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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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