☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒
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Rule 13d-1(d)
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1.
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Names of Reporting Persons
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I.R.S. Identification Nos. of above persons (entities only).
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JAB Cosmetics B.V.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
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(b) ☒
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
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The Netherlands
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Number of
Shares Beneficially Owned by Each Reporting Person With Power |
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5.
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Sole Voting
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0
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6.
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Shared Voting Power
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286,008,041 (1)
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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286,008,041 (1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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286,008,041
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
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38.14% (1)(2)
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12.
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Type of Reporting Person (See Instructions)
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OO
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(1) |
Includes 286,008,041 shares of Class A Common Stock held of record by JAB Cosmetics B.V. JAB Cosmetics B.V. is an indirect subsidiary of Lucresca SE and Agnaten SE and a direct subsidiary of JAB Holdings B.V.
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(2) |
The percentage ownership was calculated by dividing the 286,008,041 Class A shares owned by the Reporting Person by the 749,864,475 Class A shares outstanding as of February 1, 2018 as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended December 31, 2017. Each share of Class A Common Stock is entitled to one vote.
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1.
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Names of Reporting Persons
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I.R.S. Identification Nos. of above persons (entities only).
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Lucresca SE
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
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(b) ☒
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
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Austria
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Number of
Shares Beneficially Owned by Each Reporting Person With Power |
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5.
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Sole Voting
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0
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6.
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Shared Voting Power
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286,008,041 (1)
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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286,008,041 (1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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286,008,041
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
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38.14% (1)(2)
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12.
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Type of Reporting Person (See Instructions)
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OO
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(1) |
Includes 286,008,041 shares of Class A Common Stock held of record by JAB Cosmetics B.V. JAB Cosmetics B.V. is an indirect subsidiary of Lucresca SE and Agnaten SE and a direct subsidiary of JAB Holdings B.V.
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(2) |
The percentage ownership was calculated by dividing the 286,008,041 Class A shares owned by the Reporting Person by the 749,864,475 Class A shares outstanding as of February 1, 2018 as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended December 31, 2017. Each share of Class A Common Stock is entitled to one vote.
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1.
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Names of Reporting Persons
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I.R.S. Identification Nos. of above persons (entities only).
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Agnaten SE
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
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(b) ☒
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
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Austria
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Number of
Shares Beneficially Owned by Each Reporting Person With Power |
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5.
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Sole Voting
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0
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6.
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Shared Voting Power
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286,008,041 (1)
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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286,008,041 (1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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286,008,041
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|||
10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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||
11.
|
Percent of Class Represented by Amount in Row (9)
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||
38.14% (1)(2)
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|||
12.
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Type of Reporting Person (See Instructions)
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||
OO
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(1) |
Includes 286,008,041 shares of Class A Common Stock held of record by JAB Cosmetics B.V. JAB Cosmetics B.V. is an indirect subsidiary of Lucresca SE and Agnaten SE and a direct subsidiary of JAB Holdings B.V.
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(2) |
The percentage ownership was calculated by dividing the 286,008,041 Class A shares owned by the Reporting Person by the 749,864,475 Class A shares outstanding as of February 1, 2018 as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended December 31, 2017. Each share of Class A Common Stock is entitled to one vote.
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1.
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Names of Reporting Persons
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I.R.S. Identification Nos. of above persons (entities only).
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JAB Holdings B.V.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
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(b) ☒
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
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The Netherlands
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Number of
Shares Beneficially Owned by Each Reporting Person With Power |
|||
5.
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Sole Voting
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0
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|||
6.
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Shared Voting Power
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286,008,041 (1)
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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286,008,041 (1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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||
286,008,041
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|||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
||
11.
|
Percent of Class Represented by Amount in Row (9)
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||
38.14% (1)(2)
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|||
12.
|
Type of Reporting Person (See Instructions)
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||
OO
|
(1) |
Includes 286,008,041 shares of Class A Common Stock held of record by JAB Cosmetics B.V. JAB Cosmetics B.V. is an indirect subsidiary of Lucresca SE and Agnaten SE and a direct subsidiary of JAB Holdings B.V.
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(2) |
The percentage ownership was calculated by dividing the 286,008,041 Class A shares owned by the Reporting Person by the 749,864,475 Class A shares outstanding as of February 1, 2018 as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended December 31, 2017. Each share of Class A Common Stock is entitled to one vote.
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Item 1.(a) |
Name of Issuer:
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Item 1.(b) |
Address of Issuer’s Principal Executive Offices:
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Item 2.(a) |
Name of Person Filing:
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Item 2.(b) |
Address of Principal Business Office or, if none, Residence:
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Item 2.(c) |
Citizenship:
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Item 2.(d) |
Title of Class of Securities:
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Item 2.(e) |
CUSIP Number:
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Item 4. |
Ownership.
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Item 5. |
Ownership of Five Percent or Less of a Class.
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(1) |
Includes 286,008,041 shares of Class A Common Stock held of record by JAB Cosmetics B.V. JAB Cosmetics B.V. is an indirect subsidiary of Lucresca SE and Agnaten SE and a direct subsidiary of JAB Holdings B.V.
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(2) |
The percentage ownership was calculated by dividing the 286,008,041 Class A shares owned by the Reporting Person by the 749,864,475 Class A shares outstanding as of February 1, 2018 as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended December 31, 2017. Each share of Class A Common Stock is entitled to one vote.
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Item 8. |
Identification and Classification of Members of the Group.
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Item 9. |
Notice of Dissolution of Group.
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Item 10. |
Certification.
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JAB Cosmetics B.V.
Lucresca SE Agnaten SE JAB Holdings B.V. |
/s/ Constantin Thun-Hohenstein
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By: Constantin Thun-Hohenstein
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Title: Attorney-in-Fact
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/s/ Markus Hopmann
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By: Markus Hopmann
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Title: Attorney-in-Fact
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EXHIBIT NO.
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DESCRIPTION
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Exhibit A
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Joint Filing Agreement filed by and among the Reporting Persons, dated as of February 16, 2016 (incorporated by reference to Exhibit A of the Schedule 13G filed with the Securities and Exchange Commission on February 16, 2016).
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