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"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 5)*
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Marblegate Acquisition Corp. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (the "Shares") (Title of Class of Securities) |
56608A105 (CUSIP Number) |
12/31/2024 (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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SCHEDULE 13G
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CUSIP No. | 56608A105 |
1 | Names of Reporting Persons
Grassland Investors, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
150,000.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
2.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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CUSIP No. | 56608A105 |
1 | Names of Reporting Persons
Farallon Capital Management, L.L.C. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
375,000.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
CUSIP No. | 56608A105 |
1 | Names of Reporting Persons
Dapice Joshua J. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
375,000.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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CUSIP No. | 56608A105 |
1 | Names of Reporting Persons
Dreyfuss, Philip D. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
375,000.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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CUSIP No. | 56608A105 |
1 | Names of Reporting Persons
Dunn Hannah E. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
375,000.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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CUSIP No. | 56608A105 |
1 | Names of Reporting Persons
Fried, Richard B | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
375,000.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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CUSIP No. | 56608A105 |
1 | Names of Reporting Persons
Gehani, Varun N. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
375,000.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by
amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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CUSIP No. | 56608A105 |
1 | Names of Reporting Persons
Giauque, Nicolas | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
FRANCE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
375,000.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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CUSIP No. | 56608A105 |
1 | Names of Reporting Persons
Kim, David T. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
375,000.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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CUSIP No. | 56608A105 |
1 | Names of Reporting Persons
Linn, Michael G. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
375,000.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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CUSIP No. | 56608A105 |
1 | Names of Reporting Persons
Luo Patrick (Cheng) | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CHINA
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
375,000.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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CUSIP No. | 56608A105 |
1 | Names of Reporting Persons
Patel, Rajiv A. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
375,000.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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CUSIP No. | 56608A105 |
1 | Names of Reporting Persons
Roberts, Jr., Thomas G. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
375,000.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
CUSIP No. | 56608A105 |
1 | Names of Reporting Persons
Saito Edric C. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
375,000.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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CUSIP No. | 56608A105 |
1 | Names of Reporting Persons
Seybold, William | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
375,000.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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CUSIP No. | 56608A105 |
1 | Names of Reporting Persons
Short Daniel S. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
375,000.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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CUSIP No. | 56608A105 |
1 | Names of Reporting Persons
Spokes, Andrew J. M. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
375,000.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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CUSIP No. | 56608A105 |
1 | Names of Reporting Persons
Warren, John R. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
375,000.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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CUSIP No. | 56608A105 |
1 | Names of Reporting Persons
Wehrly, Mark C. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
375,000.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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Item 1. | ||
(a) | Name of issuer:
Marblegate Acquisition Corp. | |
(b) | Address of issuer's principal executive offices:
411 Theodore Fremd Avenue, Suite 206S, Rye, New York, 10580 | |
Item 2. | ||
(a) | Name of person filing:
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons". (i) Grassland Investors, LLC, a Delaware limited liability company ("Grassland"), with respect to the Shares held by it. (ii) Farallon Capital Management, L.L.C., a Delaware limited liability company (the "Management Company"), which is the manager of each of Grassland and the SPV (as defined in Item 4), with respect to the Shares held by Grassland and the Shares that the SPV has the right to acquire upon the conversion of shares of Class B Common Stock (as defined in Item 4) held by the SPV. (iii) The following persons, each of whom is a managing member or senior managing member, as the case may be, of the Management Company, with respect to the Shares held by Grassland and the Shares that the SPV has the right to acquire upon the conversion of shares of Class B Common Stock held by the SPV: Joshua J. Dapice ("Dapice"); Philip D. Dreyfuss ("Dreyfuss"); Hannah E. Dunn ("Dunn"); Richard B. Fried ("Fried"); Varun N. Gehani ("Gehani"); Nicolas Giauque ("Giauque"); David T. Kim ("Kim"); Michael G. Linn ("Linn"); Patrick (Cheng) Luo ("Luo"); Rajiv A. Patel ("Patel"); Thomas G. Roberts, Jr. ("Roberts"); Edric C. Saito ("Saito"); William Seybold ("Seybold"); Daniel S. Short ("Short"); Andrew J. M. Spokes ("Spokes"); John R. Warren ("Warren"); and Mark C. Wehrly ("Wehrly"). Dapice, Dreyfuss, Dunn, Fried, Gehani, Giauque, Kim, Linn, Luo, Patel, Roberts, Saito, Seybold, Short, Spokes, Warren and Wehrly are together referred to herein as the "Farallon Individual Reporting Persons." Effective January 1, 2025, Luo became a managing member of the Management Company. Accordingly, as of that date, Luo may be deemed a beneficial owner of the Shares held by Grassland and the Shares that the SPV has the right to acquire upon the conversion of shares of Class B Common Stock held by the SPV. | |
(b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111. | |
(c) | Citizenship:
The citizenship of each of Grassland and the Management Company is set forth above. Each of the Farallon Individual Reporting Persons, other than Giauque, Luo and Spokes, is a citizen of the United States. Giauque is a citizen of France. Luo is a citizen of China. Spokes is a citizen of the United Kingdom. | |
(d) | Title of class of securities:
Class A Common Stock, par value $0.0001 per share (the "Shares") | |
(e) | CUSIP No.:
56608A105 | |
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: | |
(a) | ![]() | |
(b) | ![]() | |
(c) | ![]() | |
(d) | ![]() | |
(e) | ![]() | |
(f) | ![]() | |
(g) | ![]() | |
(h) | ![]() | |
(i) | ![]() | |
(j) | ![]() please specify the type of institution: | |
(k) | ![]() | |
Item 4. | Ownership | |
(a) | Amount beneficially owned:
The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. As of the date hereof, an investment vehicle (the "SPV") that is managed by the Management Company holds 225,000 shares of Class B common stock of the Company ("Class B Common Stock"), each of which is convertible at the holder's option into one Share. The Shares reported hereby for Grassland are held directly by Grassland. The Management Company, as the manager of each of Grassland and the SPV, may be deemed to be a beneficial owner of such Shares held by Grassland and the Shares that the SPV has the right to acquire upon the conversion of shares of Class B Common Stock held by the SPV. Each of the Farallon Individual Reporting Persons, as a managing member or senior managing member, as the case may be, of the Management Company, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of such Shares held by Grassland and the Shares that the SPV has the right to acquire upon the conversion of shares of Class B Common Stock held by the SPV. Each of the Management Company and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares. | |
(b) | Percent of class:
The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. %
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(c) | Number of shares as to which the person has:
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(i) Sole power to vote or to direct the vote:
The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. | ||
(ii) Shared power to vote or to direct the vote:
The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. | ||
(iii) Sole power to dispose or to direct the disposition of:
The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. | ||
(iv) Shared power to dispose or to direct the disposition of:
The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. | ||
Item 5. | Ownership of 5 Percent or Less of a Class. | |
Item 6. | Ownership of more than 5 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 or Control Person. | |
Not Applicable
| ||
Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c). The Reporting Persons neither disclaim nor affirm the existence of a group among them. Each Reporting Person is a beneficial owner only of the securities reported by it on its cover page. | ||
Item 9. | Notice of Dissolution of Group. | |
Not Applicable
|
Item 10. | Certifications: |
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. |
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.
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Exhibit Information
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Exhibit 1. Joint Acquisition Statement Pursuant to Section 240.13d-1(k) |