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.
- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and
Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
Nu Holdings Ltd.
(Name of Issuer)
Class A ordinary shares, par value $ 0.000006666666667 per share
(Title of Class of Securities)
G6683N 103**
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(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. |
| ** | This CUSIP number applies to the Issuer’s Class A Ordinary Stock. |
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).
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. GROWTH FUND VI, L.P. (“SEQUOIA CAPITAL U.S. GROWTH FUND VI”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
132,089,442 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
132,089,442 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
132,089,442 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.8%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 3,458,439,345 shares of common stock outstanding immediately following the Issuer’s global offering, as reported in the Issuer’s Rule 424B1 Prospectus filed with the Securities and Exchange Commission on December 9, 2021. |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS FUND VI, L.P. (“SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS FUND VI”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
7,971,750 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
7,971,750 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,971,750 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 3,458,439,345 shares of common stock outstanding immediately following the Issuer’s global offering, as reported in the Issuer’s Rule 424B1 Prospectus filed with the Securities and Exchange Commission on December 9, 2021. |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. VENTURE FUND XIV, L.P. (“SEQUOIA CAPITAL U.S. VENTURE FUND XIV”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
318,994,596 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
318,994,596 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
318,994,596 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.2%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 3,458,439,345 shares of common stock outstanding immediately following the Issuer’s global offering, as reported in the Issuer’s Rule 424B1 Prospectus filed with the Securities and Exchange Commission on December 9, 2021. |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV, L.P. (“SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
15,939,900 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
15,939,900 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,939,900 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 3,458,439,345 shares of common stock outstanding immediately following the Issuer’s global offering, as reported in the Issuer’s Rule 424B1 Prospectus filed with the Securities and Exchange Commission on December 9, 2021. |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q), L.P. (“SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q)”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
80,450,400 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
80,450,400 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,450,400 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.3%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 3,458,439,345 shares of common stock outstanding immediately following the Issuer’s global offering, as reported in the Issuer’s Rule 424B1 Prospectus filed with the Securities and Exchange Commission on December 9, 2021. |
| 1 |
NAME OF REPORTING PERSON
SC U.S. GROWTH VI MANAGEMENT, L.P. (“SC U.S. GROWTH VI MANAGEMENT”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
140,061,192, of which 132,089,442 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VI and 7,971,750 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND. The General Partner of SEQUOIA CAPITAL U.S. GROWTH FUND VI and SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND is SC U.S. GROWTH VI MANAGEMENT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
140,061,192, of which 132,089,442 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VI and 7,971,750 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND. The General Partner of SEQUOIA CAPITAL U.S. GROWTH FUND VI and SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND is SC U.S. GROWTH VI MANAGEMENT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,061,192 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.0%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 3,458,439,345 shares of common stock outstanding immediately following the Issuer’s global offering, as reported in the Issuer’s Rule 424B1 Prospectus filed with the Securities and Exchange Commission on December 9, 2021. |
| 1 |
NAME OF REPORTING PERSON
SC U.S. VENTURE XIV MANAGEMENT, L.P. (“SC U.S. VENTURE XIV MANAGEMENT”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
415,384,896, of which 318,994,596 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE FUND XIV, 15,939,500 shares are directly owned by SEQUOIA CAPITAL U.S. PARTNERS FUND XIV and 80,450,400 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q). The General Partner of SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. PARTNERS FUND XIV and SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q) is SC U.S. VENTURE XIV MANAGEMENT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
415,384,896, of which 318,994,596 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE FUND XIV, 15,939,500 shares are directly owned by SEQUOIA CAPITAL U.S. PARTNERS FUND XIV and 80,450,400 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q). The General Partner of SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. PARTNERS FUND XIV and SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q) is SC U.S. VENTURE XIV MANAGEMENT. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
415,384,896 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.0%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 3,458,439,345 shares of common stock outstanding immediately following the Issuer’s global offering, as reported in the Issuer’s Rule 424B1 Prospectus filed with the Securities and Exchange Commission on December 9, 2021. |
| 1 |
NAME OF REPORTING PERSON
SC US (TTGP), LTD. (“SC US (TTGP)”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
555,446,088 shares, of which 132,089,442 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VI, 7,971,750 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND, 318,994,596 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE FUND XIV, 15,939,900 shares are directly owned by SEQUOIA CAPITAL U.S. PARTNERS FUND XIV and 80,450,400 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XV (Q). The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND VI and SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND is SC U.S. GROWTH VI MANAGEMENT. The General Partner of each of SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. PARTNERS FUND XIV and SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XV (Q) is SC U.S. VENTURE XIV MANAGEMENT. The General Partner of each of SC U.S. GROWTH VI MANAGEMENT and SC U.S. VENTURE XIV MANAGEMENT is SC US (TTGP). | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
555,446,088 shares, of which 132,089,442 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VI, 7,971,750 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND, 318,994,596 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE FUND XIV, 15,939,900 shares are directly owned by SEQUOIA CAPITAL U.S. PARTNERS FUND XIV and 80,450,400 shares are directly owned by SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XV (Q). The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND VI and SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND is SC U.S. GROWTH VI MANAGEMENT. The General Partner of each of SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. PARTNERS FUND XIV and SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XV (Q) is SC U.S. VENTURE XIV MANAGEMENT. The General Partner of each of SC U.S. GROWTH VI MANAGEMENT and SC U.S. VENTURE XIV MANAGEMENT is SC US (TTGP). | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
555,446,088 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.1%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 3,458,439,345 shares of common stock outstanding immediately following the Issuer’s global offering, as reported in the Issuer’s Rule 424B1 Prospectus filed with the Securities and Exchange Commission on December 9, 2021. |
ITEM 1.
(a) Name of Issuer:
Nu Holdings, Ltd.
(b) Address of Issuer’s Principal Executive Offices:
Campbells Corporate Services Limited, Floor 4,
Willow House, Cricket Square, KY1-9010
Grand Cayman, Cayman Islands
ITEM 2.
(a) Name of Persons Filing:
Sequoia Capital U.S. Growth Fund VI, L.P.
Sequoia Capital U.S. Growth Principals VI Fund, L.P.
Sequoia Capital U.S. Venture Fund XIV, L.P.
Sequoia Capital U.S. Venture Partners Fund XIV, L.P.
Sequoia Capital U.S. Venture Partners Fund XIV (Q), L.P.
SC U.S. Growth VI Management, L.P.
SC U.S. Venture XIV Management, L.P.
SC US (TTGP), Ltd.
The General Partner of SEQUOIA CAPITAL U.S. GROWTH FUND VI and SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND is SC U.S. GROWTH VI MANAGEMENT. The General Partner of SC U.S. GROWTH VI MANAGEMENT is SC US (TTGP).
The General Partner of SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. PARTNERS FUND XIV and SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q) is SC U.S. VENTURE XIV MANAGEMENT. The General Partner of SC U.S. VENTURE XIV MANAGEMENT is SC US (TTGP).
(b) Address of Principal Business Office or, if none, Residence:
2800 Sand Hill Road, Suite 101
Menlo Park, CA 94025
(c) Citizenship:
SEQUOIA CAPITAL U.S. GROWTH FUND VI, SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND, SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. PARTNERS FUND XIV, SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q), SC U.S. GROWTH VI MANAGEMENT, SC U.S. VENTURE XV MANAGEMENT, SC US (TTGP): Cayman Islands
(d) CUSIP No.: G6683N 103
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:
NOT APPLICABLE
| ITEM 4. | OWNERSHIP |
SEE ROWS 5 THROUGH 11 OF COVER PAGES
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
NOT APPLICABLE
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
NOT APPLICABLE
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
NOT APPLICABLE
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
NOT APPLICABLE
| ITEM 10. | CERTIFICATION |
NOT APPLICABLE
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022
| Sequoia Capital U.S. Growth Fund VI, L.P. | ||
| By: | SC U.S. Growth VI Management, L.P., its General Partner | |
| By: | SC US (TTGP), Ltd., its General Partner | |
| By: | /s/ Douglas Leone | |
| Douglas Leone, Director | ||
| Sequoia Capital U.S. Growth Principals VI Fund, L.P. | ||
| By: | SC U.S. Growth VI Management, L.P., its General Partner | |
| By: | SC US (TTGP), Ltd., its General Partner | |
| By: | /s/ Douglas Leone | |
| Douglas Leone, Director | ||
| Sequoia Capital U.S. Venture Fund XIV, L.P. | ||
| By: | SC U.S. Venture XIV Management, L.P., its General Partner | |
| By: | SC US (TTGP), Ltd., its General Partner | |
| By: | /s/ Douglas Leone | |
| Douglas Leone, Director | ||
| Sequoia Capital U.S. Venture Partners Fund XIV, L.P | ||
| By: | SC U.S. Venture XIV Management, L.P, its General Partner | |
| By: | SC US (TTGP), Ltd., its General Partner | |
| By: | /s/ Douglas Leone | |
| Douglas Leone, Director | ||
| Sequoia Capital U.S. Venture Partners Fund XIV (Q), L.P. | ||
| By: | SC U.S. Venture XIV Management, L.P., its General Partner | |
| By: | SC US (TTGP), Ltd., its General Partner | |
| By: | /s/ Douglas Leone | |
| Douglas Leone, Director | ||
| SC U.S. Growth VI Management, L.P. | ||
| By: | SC US (TTGP), Ltd., its General Partner | |
| By: | /s/ Douglas Leone | |
| Douglas Leone, Director | ||
| SC U.S. Venture XIV Management, L.P. | ||
| By: | SC US (TTGP), Ltd., its General Partner | |
| By: | /s/ Douglas Leone | |
| Douglas Leone, Director | ||
| SC US (TTGP), Ltd. | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Director | ||