Statement of Changes in Beneficial Ownership (4)
December 13 2017 - 5:30PM
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
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hours per response...
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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
*
Sweeney Michael E
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2. Issuer Name
and
Ticker or Trading Symbol
LIQUIDITY SERVICES INC
[
LQDT
]
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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)
VP & Chief Accounting Officer
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(Last)
(First)
(Middle)
C/O LIQUIDITY SERVICES, INC., 1920 L STREET, N.W., 6TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/11/2017
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(Street)
WASHINGTON, DC 20036
(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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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 Grant
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$5.53
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(1)
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4/1/2026
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Common Stock
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10500.0
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10500
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D
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Employee Stock Grant
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$9.75
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(2)
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12/22/2026
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Common Stock
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13400.0
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13400
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D
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Employee Stock Grant
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$9.75
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(3)
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12/22/2026
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Common Stock
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6600.0
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6600
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D
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Employee Stock Grant
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$10.3
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(4)
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12/20/2026
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Common Stock
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3950.0
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3950
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D
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Employee Stock Grant
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$10.3
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(3)
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12/20/2026
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Common Stock
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3950.0
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3950
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D
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Employee Stock Option
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$10.3
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(5)
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12/20/2026
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Common Stock
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2350.0
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2350
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D
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Employee Stock Option
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$10.3
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(6)
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12/20/2026
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Common Stock
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2350.0
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2350
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D
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Employee Stock Option
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$4.47
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12/11/2017
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A
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6000
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(7)
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10/1/2027
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Common Stock
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6000.0
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$0
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6000
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D
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Employee Stock Grant
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$4.47
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12/11/2017
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A
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600
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(3)
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10/1/2027
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Common Stock
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600.0
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$0
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600
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D
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Employee Stock Option
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$4.47
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12/11/2017
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A
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4000
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(8)
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10/1/2027
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Common Stock
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4000.0
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$0
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4000
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D
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Employee Stock Grant
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$4.47
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12/11/2017
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A
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400
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(9)
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10/1/2027
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Common Stock
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400.0
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$0
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400
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D
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Explanation of Responses:
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(1)
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Twenty-five percent of this restricted stock grant will vest on April 1, 2017 and thereafter 1/4 of the restricted stock grant will vest on April 1 of each year for three years.
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(2)
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Twenty-five percent of this restricted stock grant will vest on January 1, 2018 and thereafter 1/4 of the restricted stock grant will vest on January 1 of each year for three years.
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(3)
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These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.
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(4)
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Twenty-five percent of this restricted stock grant will vest on January 1, 2018 and thereafter 1/4th of the restricted stock grant will vest on each of October 1, 2018, October 1, 2019 and October 1, 2020.
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(5)
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15/48th of this option grant will vest on January 1, 2018 and then 1/48th of the option grant will vest each month for thirty-three months.
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(6)
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This option becomes exercisable, if at all, based on the Issuer's achievment of certain financial milestones.
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(7)
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This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
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(8)
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15/48th of this option grant will vest on January 1, 2019 and thereafter 1/48th of the option grant will vest each month for thirty three months.
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(9)
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Twenty-five percent of this restricted stock grant will vest on January 1, 2019 and thereafter 1/4th of the restricted stock grant will vest on each October 1, 2019, October 1, 2020, and October 1, 2021.
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Remarks:
No non-derivative securities are beneficially owned.
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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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Sweeney Michael E
C/O LIQUIDITY SERVICES, INC.
1920 L STREET, N.W., 6TH FLOOR
WASHINGTON, DC 20036
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VP & Chief Accounting Officer
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Signatures
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/s/ Mark A. Shaffer, by power of attorney
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12/13/2017
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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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