Statement of Changes in Beneficial Ownership (4)
October 24 2016 - 5:48PM
Edgar (US Regulatory)
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
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
*
10X Fund, L.P.
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2. Issuer Name
and
Ticker or Trading Symbol
GALECTIN THERAPEUTICS INC
[
GALT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
1230 PEACHTREE STREET, N.E., SUITE 2445
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/30/2016
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(Street)
ATLANTA,, GA 30309
(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)
___ Form filed by One Reporting Person
_
X
_ 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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6/30/2016
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J
(1)
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80212
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A
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$1.47
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3340909
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D
(3)
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Common Stock
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9/30/2016
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J
(1)
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84589
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A
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$1.13
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3425498
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D
(3)
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Common Stock
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10/13/2016
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J
(2)
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229383
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D
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$0.86
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3196115
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D
(3)
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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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Series B-3 Convertible Preferred Stock
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$2.6937
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9/22/2016
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P
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375000
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(4)
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(4)
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Common Stock
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139211
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$1
(5)
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375000
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D
(3)
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Series B-3 Warrant
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$3.00
(6)
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9/22/2016
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P
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1
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3/22/2017
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9/22/2023
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Common Stock
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104408
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$0
(5)
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1
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D
(3)
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Lock-Up Warrant
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$3.00
(6)
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9/22/2016
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P
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1
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3/22/2017
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9/22/2023
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Common Stock
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62500
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$0
(5)
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1
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D
(3)
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Lock-Up Warrant
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$3.00
(6)
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9/22/2016
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P
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2
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3/22/2017
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9/22/2023
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Common Stock
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531250
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$0
(7)
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3
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D
(3)
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Series B-3 Convertible Preferred Stock
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$1.4937
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9/29/2016
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P
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1125000
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(4)
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(4)
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Common Stock
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753138
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$1
(8)
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1500000
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D
(3)
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Series B-3 Warrant
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$3.00
(6)
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9/29/2016
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P
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1
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3/29/2017
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9/29/2023
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Common Stock
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564854
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$0
(8)
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2
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D
(3)
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Lock-Up Warrant
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$3.00
(6)
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9/29/2016
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P
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1
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3/29/2017
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9/29/2023
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Common Stock
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187500
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$0
(8)
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4
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D
(3)
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Lock-Up Warrant
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$3.00
(6)
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9/29/2016
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P
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1
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3/29/2017
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9/29/2023
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Common Stock
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93750
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$0
(7)
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5
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D
(3)
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Explanation of Responses:
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(
1)
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Received as a dividend on shares of Series B-1 and B-2 Convertible Preferred Stock owned by 10X Fund, L.P.
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(
2)
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Distributed as an in-kind distribution to a withdrawing limited partner in 10X Fund, LP., which was effective as of 9/30/16.
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(
3)
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10X Fund, L.P. has direct beneficial ownership of all the securities owned by 10X Fund, L.P. 10X Capital Management, LLC, a Florida limited liability company, is the general partner of 10X Fund, L.P., a Delaware limited partnership, and may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by 10X Fund, L.P. 10X Capital Management, LLC disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
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(
4)
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Each share of Series B-3 Convertible Preferred Stock is convertible immediately into shares of Issuer's common stock at a conversion price equal to the market price of the common stock on the date of issuance of the Series B-3 Convertible Preferred Stock, plus $0.9375 per share.
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(
5)
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On September 22, 2016, 10X Fund, L.P. purchased (a) 375,000 shares of Series B-3 Convertible Preferred Stock, (b) one Series B-3 Warrant to purchase 104,408 shares of common stock at 3.00 per share, and (c) one Lock-Up Warrant to purchase 62,500 shares of common stock at $3.00 per share, for total consideration of $375,000.
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(
6)
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The exercise price of the Series B-3 Warrant and the Lock-Up Warrant is subject to a one-time downward adjustment based upon the subsequent agreement between the company and a lead investor in the event the company prices its private offering below certain thresholds.
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(
7)
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On September 22, 2016, the company and 10X Fund, LP entered into a Lock-Up Agreement, under which the Company agreed to issue 10X Fund, L.P. Lock-Up Warrants to purchase 500,000 shares of common stock, plus additional Lock-Up Warrants to purchase 0.08333 shares of common stock for every $1 invested by 10X Fund, LP in the Company's Series B-3 Convertible Preferred Stock offering, up to a maximum of 500,000 warrants.
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(
8)
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On September 29, 2016, 10X Fund, L.P. purchased (a) 1,125,000 shares of Series B-3 Convertible Preferred Stock, (b) one Series B-3 Warrant to purchase 564,854 shares of common stock at 3.00 per share, and (c) one Lock-Up Warrant to purchase 187,500 shares of common stock at $3.00 per share, for total consideration of $1,125,000.
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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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10X Fund, L.P.
1230 PEACHTREE STREET, N.E., SUITE 2445
ATLANTA,, GA 30309
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X
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10X Capital Management, LLC
1099 FOREST LAKE TERRACE
NICEVILLE, FL 32578
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X
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Signatures
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/s/ James C. Czirr, as Managing Member of the General Partner for 10X Fund, LP
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10/24/2016
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**
Signature of Reporting Person
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Date
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/s/ James C. Czirr, as Managing Member of 10X Capital Management, LLC
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10/24/2016
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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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