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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Performance Food Group Company
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
71377A103
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒ |
Rule 13d-1(d)
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*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 disclosures provided in a prior cover page.
The information required on 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).
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CUSIP No. 71377A103
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SCHEDULE 13G
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Page 2 of 8
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WELLSPRING CAPITAL PARTNERS IV, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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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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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
-0-
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 71377A103
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SCHEDULE 13G
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Page 3 of 8
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WCM GenPar IV, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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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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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
-0-
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 71377A103
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SCHEDULE 13G
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Page 4 of 8
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WCM GenPar IV GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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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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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
-0-
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 71377A103
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SCHEDULE 13G
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Page 5 of 8
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Item 1.
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(a)
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NAME OF ISSUER
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Performance Food Group Company (the “Company”).
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(b)
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
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12500 West Creek Parkway,
Richmond, VA 23238
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Item 2.
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(a)
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NAMES OF PERSONS FILING
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This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”)
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(i)
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Wellspring Capital Partners IV, L.P. (“WCP IV”);
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(ii)
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WCM GenPar IV, L.P. (“WCM GenPar”); and
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(iii)
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WCM GenPar IV GP, LLC (“Ultimate GP”).
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Ultimate GP is the general partner of WCM GenPar and WCM GenPar is the general partner of WCP IV. As such, both Ultimate GP and WCM GenPar may be deemed to beneficially own the Common Stock held of record by the Reporting Persons.
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(b)
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ADDRESS OF PRINCIPAL BUSINESS OFFICE
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c/o Wellspring Capital Management LLC
390 Park Avenue
New York, NY 10022 |
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(c)
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CITIZENSHIP
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(i)
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WCP IV – Delaware
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(ii)
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WCM GenPar- Delaware
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(iii)
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Ultimate GP-Delaware
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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 (the “Shares”). |
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(e)
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CUSIP NUMBER
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71377A103
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS:
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Not applicable.
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CUSIP No. 71377A103
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SCHEDULE 13G
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Page 6 of 8
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Item 4.
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OWNERSHIP.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
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See Line 9 of the cover sheet for each Reporting Person.
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(b)
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Percent of class:
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See Line 11 of the cover sheet for each Reporting Person.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
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(ii)
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Shared power to vote or to direct the vote
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(iii)
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Sole power to dispose or to direct the disposition of
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(iv)
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Shared power to dispose or to direct the disposition of
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See Lines 5-8 of the cover sheet for each Reporting Person.
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CUSIP No. 71377A103
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SCHEDULE 13G
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Page 7 of 8
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
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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 5 percent of the class of securities, check the following [X].
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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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Not applicable.
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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
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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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See Item 4, which states the identity of the members of the group filing this Schedule 13G.
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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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Not applicable.
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CUSIP No. 71377A103
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SCHEDULE 13G
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Page 8 of 8
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SIGNATURES
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.
Dated as of February 7,
2018
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WELLSPRING CAPITAL PARTNERS IV, L.P.
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By:
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WCM GenPar IV, L.P., its General Partner
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By:
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WCM GenPar IV GP, LLC, its General Partner
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By:
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/s/ William F. Dawson, Jr
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Name:
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William F. Dawson, Jr
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Title:
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Authorized Signatory
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WCM GenPar IV, L.P.
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By:
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WCM GenPar IV GP, LLC, its General Partner
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By:
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/s/ William F. Dawson, Jr
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Name:
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William F. Dawson, Jr
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Title:
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Authorized Signatory
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WCM GenPar IV GP, LLC
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By:
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/s/ William F. Dawson, Jr
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Name:
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William F. Dawson, Jr
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Title:
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Authorized Signatory
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