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>>
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under The Securities Exchange Act of 1934
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NeuMedia, Inc.
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(Name of Issuer)
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Common Stock, $0.0001 par value
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(Title of Class of Securities)
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64128P107
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(CUSIP Number)
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January 18, 2010
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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 13G is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 10 Pages)
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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 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).
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CUSIP No. 64128P107
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13G
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Page 2 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey Keswin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) x
(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
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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
2,538,921 (see Item 4)
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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
2,538,921 (see Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,538,921 (see Item 4)
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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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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 64128P107
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13G
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Page 3 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lyrical Corp. I, 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) x
(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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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
2,538,921 (see Item 4)
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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
2,538,921 (see Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,538,921 (see Item 4)
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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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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 64128P107
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13G
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Page 4 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lyrical Partners, 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) x
(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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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
2,538,921 (see Item 4)
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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
2,538,921 (see Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,538,921 (see Item 4)
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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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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 64128P107
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13G
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Page 5 of 10 Pages
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Item 1 (a).
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NAME OF ISSUER.
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NeuMedia, Inc. (the “Company”).
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Item 1(b).
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
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2121 Avenue Of The Stars, Suite 2550
Los Angeles, CA 90067
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Item 2 (a).
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NAME OF PERSON FILING:
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This statement is filed by the entities and persons listed below, who are collectively referred to herein as “Reporting Persons,” with respect to Shares (as defined in Item 2(d) below) of the Company:
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(i)
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Jeffrey Keswin
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(ii)
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Lyrical Corp. I, LLC ("Lyrical Corp.")
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(iii)
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Lyrical Partners, L.P. (“Lyrical”)
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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| The address of the principal business office of each of the Reporting Persons is: | |
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405 Park Avenue, 6th Floor
New York, New York 10022
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Item 2(c).
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CITIZENSHIP:
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Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
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Item 2(d).
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TITLE OF CLASS OF SECURITIES:
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Common Stock, $0.0001 par value (the “Shares”)
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Item 2(e).
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CUSIP NUMBER:
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64128P107
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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 A:
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(a)
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Broker or dealer registered under Section 15 of the Act,
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(b)
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Bank as defined in Section 3(a)(6) of the Act,
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(c)
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Insurance Company as defined in Section 3(a)(19) of the Act,
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(d)
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Investment Company registered under Section 8 of the Investment Company Act of 1940,
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(e)
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Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,
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(f)
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Employee Benefit Plan or Endowment Fund in accordance with 13d-1(b)(1)(ii)(F),
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(g)
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Parent Holding Company or control person in accordance with Rule 13d-1(b)(ii)(G),
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(h)
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Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
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(i)
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Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
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(j)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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CUSIP No. 64128P107
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13G
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Page 6 of 10 Pages
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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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Lyrical serves as principal investment manager to a number of investment funds with respect to which it has voting and dispositive authority over the Shares reported in this Schedule 13G. Lyrical Corp. serves as the general partner of Lyrical. As such, Lyrical Corp. may be deemed to control Lyrical and, therefore, may be deemed to be the beneficial owner of the Shares reported in this Schedule 13G. Mr. Jeffrey Keswin is the Managing Partner of Lyrical Corp. As such, he may be deemed to control Lyrical Corp. and therefore may be deemed to be the beneficial owner of the Shares reported in this Schedule 13G.
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A.
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Jeffrey Keswin
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(a)
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Amount beneficially owned: 2,538,921 Shares
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(b)
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Percent of class: 7.0% as of the date hereof based upon the 36,174,225 Shares reported to be outstanding by the issuer as of November 22, 2010, as reflected in the Form 10-Q filed with the Securities and Exchange Commission on November 22, 2010.
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(c)
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(i)
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Sole power to vote or direct the vote: 0
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(ii)
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Shared power to vote or direct the vote: 2,538,921 Shares
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(iii)
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Sole power to dispose or direct the disposition: 0
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(iv)
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Shared power to dispose or direct the disposition of: 2,538,921 Shares
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B.
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Lyrical
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(a)
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Amount beneficially owned: 2,538,921 Shares
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(b)
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Percent of class: 7.0%
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(c)
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(i)
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Sole power to vote or direct the vote: 0
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Shared power to vote or direct the vote: 2,538,921 Shares
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(iii)
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Sole power to dispose or direct the disposition: 0
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(iv)
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Shared power to dispose or direct the disposition: 2,538,921 Shares
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CUSIP No. 64128P107
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13G
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Page 7 of 10 Pages
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C.
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Lyrical Corp.
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(a)
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Amount beneficially owned: 2,538,921 Shares
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(b)
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Percent of class: 7.0%
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(c)
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(i)
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Sole power to vote or direct the vote: 0
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(ii)
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Shared power to vote or direct the vote: 2,538,921 Shares
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(iii)
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Sole power to dispose or direct the disposition: 0
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(iv)
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Shared power to dispose or direct the disposition: 2,538,921 Shares
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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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See Item 4.
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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 2.
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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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CUSIP No. 64128P107
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13G
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Page 8 of 10 Pages
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Item 10.
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CERTIFICATION.
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By signing below each Reporting Person certifies that, to the best of its 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.
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CUSIP No. 64128P107
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13G
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Page 9 of 10 Pages
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: February 14, 2011
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JEFFREY KESWIN
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/s/ Jeffrey Keswin
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LYRICAL PARTNERS, L.P.
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By: Lyrical Corp. I, LLC, its general partner
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/s/ Jeffrey Keswin
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Name: Jeffrey Keswin
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Title: Authorized Person
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LYRICAL CORP. I, L.L.C.
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By: Jeffrey Keswin
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/s/ Jeffrey Keswin
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Name: Jeffrey Keswin
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Title: Authorized Person
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CUSIP No. 64128P107
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13G
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Page 10 of 10 Pages
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EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATED: February 14, 2011
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JEFFREY KESWIN
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/s/ Jeffrey Keswin
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LYRICAL PARTNERS, L.P.
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By: Lyrical Corp. I, LLC, its general partner
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/s/ Jeffrey Keswin
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Name: Jeffrey Keswin
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Title: Authorized Person
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LYRICAL CORP. I, L.L.C.
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By: Jeffrey Keswin
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/s/ Jeffrey Keswin
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Name: Jeffrey Keswin
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Title: Authorized Person
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