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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RTLC Management, LLC 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI 48009 |
X | |||
Giampetroni John 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI 48009 |
X | |||
RIZVI SUHAIL 1003 LAKE AVE GREENWICH, CT 06831 |
X | |||
RT Kendall, LLC 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI 48009 |
X | |||
RT Kingdom, LLC 575 MADISON AVENUE 7TH FLOOR NEW YORK, NY 10022 |
X | |||
RTLC Management IV, LLC 575 MADISON AVENUE 7TH FLOOR NEW YORK, NY 10022 |
X | |||
RT Morningside, LLC 260 E. BROWN STREET SUITE 380 BIRMINGHAM, MI 48009 |
X | |||
RT Spartan III, LLC 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI 48009 |
X | |||
RTLC Management VI, LLC 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI 48009 |
X |
/s/ Viqar Shariff, Vice President, RTLC Management, LLC | 05/08/2014 | |
**Signature of Reporting Person | Date | |
/s/ John Giampetroni | 05/08/2014 | |
**Signature of Reporting Person | Date | |
/s/ Suhail Rizvi | 05/08/2014 | |
**Signature of Reporting Person | Date | |
/s/ Viqar Shariff, Vice President of RTLC Management, LLC, the Manager of RT Kendall, LLC | 05/08/2014 | |
**Signature of Reporting Person | Date | |
/s/ Viqar Shariff, Vice President of RTLC Management, LLC, the Sole Member of RTLC Management IV, LLC | 05/08/2014 | |
**Signature of Reporting Person | Date | |
/s/ Viqar Shariff, Vice President of RTLC Management, LLC, the Sole Member of RTLC Management IV, LLC, the Manager of RT Kingdom, LLC | 05/08/2014 | |
**Signature of Reporting Person | Date | |
/s/ Viqar Shariff, Vice President of RTLC Management, LLC, the Manager of RT Morningside, LLC | 05/08/2014 | |
**Signature of Reporting Person | Date | |
/s/ Viqar Shariff, Vice President of RTLC Management, LLC, the Sole Member of RTLC Management VI, LLC | 05/08/2014 | |
**Signature of Reporting Person | Date | |
/s/ Viqar Shariff, Vice President of RTLC Management, LLC, the Sole Member of RTLC Management VI, LLC, the Manager of RT Spartan III, LLC | 05/08/2014 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Transactions reported on this form represent pro rata liquidating distributions, and not a purchase or sale of securities, by RTLC Management, LLC, RT Kendall, LLC, RT Kingdom, LLC, RT Morningside, LLC and RT Spartan III, LLC to their respective members without consideration. |
(2) | Shares held directly by RT Kendall, LLC. RTLC Management, LLC (the manager of RT Kendall, LLC), and John Giampetroni and Suhail Rizvi (the managers of RTLC Management, LLC) have shared voting and investment power over the securities held by RT Kendall, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT Kendall, LLC except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(3) | Shares held directly by RT Kingdom, LLC. RTLC Management, LLC (the sole member of RTLC Management IV, LLC, which is the manager of RT Kingdom, LLC), and John Giampetroni and Suhail Rizvi (the managers of RTLC Management, LLC) have sole voting and shared investment power over the securities held by RT Kingdom, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT Kingdom, LLC except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(4) | Shares held directly by RT Morningside, LLC. RTLC Management, LLC (the manager of RT Morningside, LLC), and John Giampetroni and Suhail Rizvi (the managers of RTLC Management, LLC) have sole voting and shared investment power over the securities held by RT Morningside, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT Morningside, LLC except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(5) | Shares held directly by RT Spartan III, LLC. RTLC Management, LLC (the sole member of RTLC Management VI, LLC, which is the manager of RT Spartan III, LLC), and John Giampetroni and Suhail Rizvi (the managers of RTLC Management, LLC) have sole voting and shared investment power over the securities held by RT Spartan III, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT Spartan III, LLC except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
Remarks: This report is filed as one of three to report related transactions for the following filers: RTLC Management, LLC; John Giampetroni; Suhail Rizvi; Compliance Matter Services, LLC; Institutional Associates Fund, LLC; Institutional Associates Fund II, LLC; RT-FF SM, LLC; RT-FF SM II, LLC; RT Morningside, LLC; RT Morningside II, LLC; RT EA, LLC; RT Kendall, LLC; RT Kingdom, LLC; RT Spartan III, LLC; RT Treetops, LLC; RTLC Management III, LLC; RTLC Management IV, LLC; RTLC Management V, LLC; RTLC Management VI, LLC; and IAF Manager, LLC. In prior filings for the issuer, certain individual managers of RTLC Management, LLC, RT Kendall, LLC, RT Kingdom, LLC, RT Morningside, LLC and RT Spartan III, LLC were included as reporting persons. These individuals are not beneficial owners of shares amounting to 10% or more of the issuer and are therefore not required to report on this or future filings. |