Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
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Crimson Wine Group, Ltd.
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(Name of Issuer)
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Common Stock, par value $0.01
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(Title of Class of Securities)
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22662X100
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(CUSIP Number)
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December 31, 2021
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-l(b)
☐ Rule 13d-l(c)
☒ Rule 13d-l(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 8 pages
CUSIP No. 22662X100
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1.
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Names of Reporting Persons
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MFP Partners, L.P.(1)
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c/o MFP Investors LLC
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909 Third Avenue, 33rd Floor
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New York, NY 10022
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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 Delaware
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5.
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Sole Voting Power
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Number of
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Shares
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6.
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Shared Voting Power 1,142,600
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Beneficially
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Owned by Each
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Reporting Person
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7.
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Sole Dispositive Power
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With:
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8.
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Shared Dispositive Power 1,142,600
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 1,142,600
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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) 5.1%(2)
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12.
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Type of Reporting Person (See Instructions)
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PN
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(1) MFP Investors LLC is the general partner of MFP Partners, L.P. (“MFP”). Jennifer Cook Price is managing director of MFP and managing director and managing member of MFP Investors LLC.
(2) Calculation based on 22,524,185 shares of Common Stock of the issuer outstanding pursuant to the issuer’s Form 10-Q for the period ending September 30, 2021.
Due to their respective relationships with each other, each of the Reporting Persons (as defined herein) may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein.
Page 2 of 8 pages
CUSIP No. 22662X100
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1.
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Names of Reporting Persons
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MFP Investors LLC(1)
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909 Third Avenue, 33rd Floor
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New York, NY 10022
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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 Delaware
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5.
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Sole Voting Power
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Number of
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Shares
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6.
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Shared Voting Power 1,142,600
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Beneficially
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Owned by Each
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Reporting Person
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7.
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Sole Dispositive Power
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With:
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8.
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Shared Dispositive Power 1,142,600
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 1,142,600
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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) 5.1%(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) MFP Investors LLC is the general partner of MFP Partners, L.P. (“MFP”). Jennifer Cook Price is managing director of MFP and managing director and managing member of MFP Investors LLC.
(2) Calculation based on 22,524,185 shares of Common Stock of the issuer outstanding pursuant to the issuer’s Form 10-Q for the period ending September 30, 2021. Due to their respective relationships
with each other, each of the Reporting Persons (as defined herein) may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein.
Page 3 of 8 pages
CUSIP No. 22662X100
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1.
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Names of Reporting Persons
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Jennifer Cook Price(1)
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c/o MFP Investors LLC
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909 Third Avenue, 33rd Floor
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New York, NY 10022
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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 United States of America
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5.
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Sole Voting Power
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Number of
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Shares
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6.
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Shared Voting Power 1,142,600
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Beneficially
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Owned by Each
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Reporting Person
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7.
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Sole Dispositive Power
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With:
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8.
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Shared Dispositive Power 1,142,600
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 1,142,600
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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) &#
xA0; 5.1%(2)
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12.
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Type of Reporting Person (See Instructions)
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IN
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(1) MFP Investors LLC is the general partner of MFP Partners, L.P. (“MFP”). Jennifer Cook Price is managing director of MFP and managing director and managing member of MFP Investors LLC.
(2) Calculation based on 22,524,185 shares of Common Stock of the issuer outstanding pursuant to the issuer’s Form 10-Q for the period ending September 30, 2021.
Due to their respective relationships with each other, each of the Reporting Persons (as defined herein) may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein.
Page 4 of 8 pages
CUSIP No. 22662X100
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Item 1.
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(a)
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Name of Issuer
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Crimson Wine Group, Ltd.
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(b)
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Address of Issuer's Principal Executive Offices
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565 Fifth Avenue
New York, NY 10017
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USA
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Item 2.
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(a)
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Name of Person Filing
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MFP Partners, L.P.
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MFP Investors LLC
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Jennifer Cook Price
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(b)
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Address of Principal Business Office or, if none, Residence
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909 Third Avenue, 33rd Floor
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New York, NY 10022
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(c)
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Citizenship
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MFP Partners, L.P. and MFP Investors LLC are each organized under the laws of the state of Delaware. Jennifer Cook Price is a citizen of the United States of America.
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(d)
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Title of Class of Securities
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Common Stock, par value $0.01 per share
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(e)
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CUSIP Number
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22662X100
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Item 3.
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If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
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Item 4.
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Ownership.
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MFP Partners, L.P. directly owns 1,142,600 shares of Common Stock, representing 5.1% of the total number of shares of Common Stock outstanding. Due to
their respective relationships with MFP and each other, each of the Reporting Persons may be deemed to share voting and dispositive power with respect to the shares of Common Stock directly owned by MFP Partners, L.P.
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The ownership percentages set forth above are based on 22,524,185 shares of Common Stock of the issuer outstanding pursuant to the issuer’s Form 10-Q filed by the issuer with the Securities and Exchange Commission for the period ending September 30, 2021.
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Page 5 of 8 pages
CUSIP No. 22662X100
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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MFP Investors LLC manages investments for MFP Partners, L.P. which beneficially owns more than 5% of the shares of Common Stock.
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Item 7.
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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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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect,
other than activities solely in connection with a nomination under §240.14a–11.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct as of November 15, 2022.
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MFP Partners, L.P.
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/s/ Timothy E Ladin
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Signature
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Name:
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Timothy E Ladin
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Title:
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General Counsel, Vice President
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MFP Investors LLC
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/s/ Timothy E Ladin
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Signature
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Name:
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Timothy E Ladin
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Title:
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General Counsel, Vice President
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JENNIFER COOK PRICE
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/s/ Jennifer Cook Price
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Signature
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Name:
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Jennifer Cook Price
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Page 6 of 8 pages
CUSIP No. 22662X100
EXHIBITS
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Exhibit
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Number
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Title
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1
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Joint Filing Agreement dated November 15, 2022 among the Reporting Persons (filed herewith)
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Page 7 of 8 pages