Statement of Changes in Beneficial Ownership (4)
30 Ottobre 2015 - 6:33PM
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
*
Johnson Michael V.
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2. Issuer Name
and
Ticker or Trading Symbol
OM GROUP INC
[
OMG
]
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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)
Vice President - HR
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(Last)
(First)
(Middle)
FLATS EAST BANK BUILDING,, 950 MAIN AVENUE, SUITE 1300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/28/2015
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(Street)
CLEVELAND, OH 44113
(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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10/28/2015
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D
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10500
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D
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$34.00
(1)
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19889
(2)
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D
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Common Stock
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10/28/2015
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D
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8800
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D
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$34.00
(1)
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11089
(2)
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D
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Common Stock
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10/28/2015
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D
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5400
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D
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$34.00
(3)
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5689
(2)
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D
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Common Stock
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10/28/2015
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D
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14
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D
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$34.00
(4)
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5675
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D
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Common Stock
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10/28/2015
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D
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5675
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D
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$34.00
(5)
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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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Employee Stock Options (right to buy)
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$33.17
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10/28/2015
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D
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5000
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(6)
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11/1/2020
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Common Stock
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5000
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$0.83
(10)
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0
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D
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Employee Stock Options (right to buy)
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$36.51
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10/28/2015
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D
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10700
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(6)
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2/8/2021
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Common Stock
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10700
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$0.00
(10)
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0
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D
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Employee Stock Options (right to buy)
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$30.21
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10/28/2015
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D
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10200
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(6)
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2/14/2022
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Common Stock
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10200
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$3.79
(10)
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0
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D
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Employee Stock Options (right to buy)
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$27.32
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10/28/2015
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D
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12500
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(7)
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2/12/2023
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Common Stock
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12500
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$6.68
(10)
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0
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D
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Employee Stock Options (right to buy)
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$32.24
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10/28/2015
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D
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12500
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(8)
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2/11/2024
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Common Stock
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12500
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$1.76
(10)
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0
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D
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Employee Stock Options (right to buy)
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$29.04
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10/28/2015
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D
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17100
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(9)
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2/10/2025
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Common Stock
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17100
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$4.96
(10)
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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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Half of these performance units were disposed of pursuant to a merger agreement, dated May 31, 2015, by and among Duke Acquisition Holdings, LLC, Duke Acquisition, Inc., MacDermid Americas Acquisitions, Inc., and the Issuer (the "Merger Agreement") in exchange for the right to receive $34.00 in cash per performance unit, representing payout for the applicable performance share award at target performance level, plus any earned cash dividend equivalents, with the remaining performance units forfeited back to the Issuer for no consideration.
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(
2)
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Includes 14 dividend equivalents acquired on outstanding performance units awards through an exempt dividend equivalent feature.
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(
3)
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Performance units disposed of pursuant to the Merger Agreement in exchange for the right to receive $34.00 in cash per performance unit, representing payout for the applicable performance share award at target performance level.
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(
4)
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Dividend equivalents on outstanding performance units awards disposed of pursuant to the Merger Agreement in exchange for the right to receive $34.00 in cash per dividend equivalent.
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(
5)
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Disposed of pursuant to the Merger Agreement in exchange for the right to receive $34.00 in cash per share.
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(
6)
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These options were fully vested.
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(
7)
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These options vested or were to vest in three equal installments on February 12, 2014, 2015, and 2016.
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(
8)
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These options vested or were to vest in three equal installments on February 11, 2015, 2016, and 2017.
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(
9)
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These options were to vest in three equal installments on February 10, 2016, 2017 and 2018.
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(
10)
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Disposed of pursuant to the Merger Agreement in exchange for a cash payment approximately equal to the difference (if positive) between $34.00 and the exercise price of the stock option multiplied by the number of outstanding shares (both vested and unvested) subject to the stock option.
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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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Johnson Michael V.
FLATS EAST BANK BUILDING,
950 MAIN AVENUE, SUITE 1300
CLEVELAND, OH 44113
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Vice President - HR
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Signatures
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/s/ Valerie Gentile Sachs, as Attorney-In-Fact
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10/30/2015
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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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