UNITED STATES
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
(Amendment No. ___________)*
Potbelly Corporation
(Name of Issuer)
Common Stock Par Value $0.01
(Title of Class of Securities)
73754Y100
(CUSIP Number)
December 31, 2013
(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)
[ x ] 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.
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. 73754Y100 13G PAGE 1 OF 11 PAGES
1.
NAME OF REPORTING PERSONS
Oak Investment Partners IX, Limited Partnership
06-1556218
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
2,433,160 Shares of Common Stock
6. SHARED VOTING POWER
0 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
2,433,160 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,433,160 Shares of Common Stock
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
12.
TYPE OF REPORTING PERSON
PN
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CUSIP NO. 73754Y100 13G PAGE 2 OF 11 PAGES
1.
NAME OF REPORTING PERSONS
Oak Associates IX, LLC
06-1556230
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0 Shares of Common Stock
6. SHARED VOTING POWER
2,433,160 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
2,433,160 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,433,160 Shares of Common Stock
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
12.
TYPE OF REPORTING PERSON
OO-LLC
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CUSIP NO. 73754Y100 13G PAGE 3 OF 11 PAGES
1.
NAME OF REPORTING PERSONS
Oak IX Affiliates Fund, Limited Partnership
06-1556229
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
25,925 Shares of Common Stock
6. SHARED VOTING POWER
0 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
25,925 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,925 Shares of Common Stock
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12.
TYPE OF REPORTING PERSON
PN
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CUSIP NO. 73754Y100 13G PAGE 4 OF 11 PAGES
1.
NAME OF REPORTING PERSONS
Oak IX Affiliates, LLC
06-1556233
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0 Shares of Common Stock
6. SHARED VOTING POWER
84,328 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
84,328 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,328 Shares of Common Stock
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12.
TYPE OF REPORTING PERSON
OO-LLC
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CUSIP NO. 73754Y100 13G PAGE 5 OF 11 PAGES
1.
NAME OF REPORTING PERSONS
Oak IX Affiliates Fund - A, Limited Partnership
06-1571899
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5.
SOLE VOTING POWER
58,403 Shares of Common Stock
6.
SHARED VOTING POWER
0 Shares of Common Stock
7.
SOLE DISPOSITIVE POWER
58,403 Shares of Common Stock
8.
SHARED DISPOSITIVE POWER
0 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,403 Shares of Common Stock
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%
12.
TYPE OF REPORTING PERSON
PN
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CUSIP NO. 73754Y100 13G PAGE 6 OF 11 PAGES
1.
NAME OF REPORTING PERSONS
Oak Management Corporation
06-0990851
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0 Shares of Common Stock
6. SHARED VOTING POWER
2,517,488 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
2,517,488 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,517,488 Shares of Common Stock
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.64%
12.
TYPE OF REPORTING PERSON
CO
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CUSIP NO. 73754Y100 13G PAGE 7 OF 11 PAGES
1.
NAME OF REPORTING PERSONS
Bandel L. Carano
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0 Shares of Common Stock
6. SHARED VOTING POWER
2,517,488 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
2,517,488 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,517,488 Shares of Common Stock
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.64%
12.
TYPE OF REPORTING PERSON
IN
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CUSIP NO. 73754Y100 13G PAGE 8 OF 11 PAGES
1.
NAME OF REPORTING PERSONS
Gerald R. Gallagher
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0 Shares of Common Stock
6. SHARED VOTING POWER
2,517,488 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
2,517,488 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,517,488 Shares of Common Stock
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.64%
12.
TYPE OF REPORTING PERSON
IN
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CUSIP NO. 73754Y100 13G PAGE 9 OF 11 PAGES
1.
NAME OF REPORTING PERSONS
Edward F. Glassmeyer
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0 Shares of Common Stock
6. SHARED VOTING POWER
2,517,488 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
2,517,488 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,517,488 Shares of Common Stock
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.64%
12.
TYPE OF REPORTING PERSON
IN
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CUSIP NO. 73754Y100 13G PAGE 10 OF 11 PAGES
1.
NAME OF REPORTING PERSONS
Fredric W. Harman
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0 Shares of Common Stock
6. SHARED VOTING POWER
2,517,488 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
2,517,488 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,517,488 Shares of Common Stock
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.64%
12.
TYPE OF REPORTING PERSON
IN
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CUSIP NO. 73754Y100 13G PAGE 11 OF 11 PAGES
1.
NAME OF REPORTING PERSONS
Ann H. Lamont
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0 Shares of Common Stock
6. SHARED VOTING POWER
2,517,488 Shares of Common Stock
7. SOLE DISPOSITIVE POWER
0 Shares of Common Stock
8. SHARED DISPOSITIVE POWER
2,517,488 Shares of Common Stock
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,517,488 Shares of Common Stock
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.64%
12.
TYPE OF REPORTING PERSON
IN
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Item 1.
(a)
Name of Issuer:
Potbelly Corporation
(b)
Address of Issuer's principal executive offices:
222 Merchandise Mart Plaza, 23rd Floor
Chicago, Illinois 60654
Item 2.
(a)
Names of persons filing:
Oak Investment Partners IX, Limited Partnership (“Oak IX”)
Oak Associates IX, LLC
Oak IX Affiliates Fund, Limited Partnership (“Oak IX Affiliates”)
Oak IX Affiliates, LLC
Oak IX Affiliates Fund – A, Limited Partnership (“Oak IX Affiliates – A”)
Oak Management Corporation (“Oak Management”)
Bandel L. Carano
Gerald R. Gallagher
Edward F. Glassmeyer
Fredric W. Harman
Ann H. Lamont
(b)
Address or principal business office or, if none, residence:
c/o Oak Management Corporation
901 Main Avenue, Suite 600
Norwalk, CT 06851
(c)
Citizenship:
Please refer to Item 4 on each cover sheet for each filing person.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
73754Y100
Item 3.
Statement filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c):
Not applicable
Item 4. Ownership
The information in Items 1 and 5 through 11 on the cover pages of this Schedule 13G is hereby incorporated by reference.
The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Persons are based upon approximately 29,137,706 shares of Common Stock outstanding as of November 8, 2013, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 20, 2013.
Oak Associates IX, LLC is the general partner of Oak IX; and Oak IX Affiliates, LLC is the general partner of both Oak IX Affiliates and Oak IX Affiliates - A. Oak Management is the manager of each of Oak IX, Oak IX Affiliates, and Oak IX Affiliates - A. Bandel L. Carano, Gerald R. Gallagher, Edward F. Glassmeyer, Fredric W.
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Harman and Ann H. Lamont are the managing members of each of Oak Associates IX, LLC and Oak IX Affiliates, LLC, and, as such, may be deemed to possess shared beneficial ownership of the shares of common stock held by such entities.
By making this filing, the Reporting Persons acknowledge that they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, in connection with the securities of the Issuer. Each Reporting Person disclaims the existence of a “group” and disclaims beneficial ownership of all shares of Common Stock or securities convertible into or exercisable for Common Stock other than any shares or other securities reported herein as being owned by it, him or her, as the case may be.
Item 5. Ownership of Five Percent (5%) or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent (5%) 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.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below, each of the undersigned certifies that, to the best of his or its individual knowledge and belief, the securities referred to above were (i) not acquired and held for the purpose, or with the effect, of changing or influencing the control of the issuer of the securities and (ii) not acquired and held in connection with, or as a participant in, any transaction having that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such entity or individual is true, complete and correct.
Dated: February 11, 2014
Entities:
Oak Investment Partners IX, Limited Partnership
Oak Associates IX, LLC
Oak IX Affiliates Fund, Limited Partnership
Oak IX Affiliates, LLC
Oak IX Affiliates Fund – A, Limited Partnership
Oak Management Corporation
Bandel L. Carano
Gerald R. Gallagher
Edward F. Glassmeyer
Fredric W. Harman
Ann H. Lamont
By:
/s/ Edward F. Glassmeyer
Edward F. Glassmeyer, as
General Partner or Managing Member
or as attorney-in-fact for the
above-listed entities
Individuals:
Bandel L. Carano
Gerald R. Gallagher
Edward F. Glassmeyer
Fredric W. Harman
Ann H. Lamont
By:
/s/ Edward F. Glassmeyer
Edward F. Glassmeyer
individually and as
attorney-in-fact for the
above-listed individuals
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INDEX TO EXHIBITS
EXHIBIT A
Joint Filing Agreement
EXHIBIT B
Power of Attorney
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EXHIBIT A
Joint Filing Agreement
Each of the undersigned hereby agree to file jointly the statement on Schedule 13G to which this Agreement is attached and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934.
It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning any other party unless such party knows or has reason to believe such information is inaccurate.
It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments thereto, filed on behalf of each of the parties hereto with respect to the Issuer.
Dated: February 11, 2014
Entities:
Oak Investment Partners IX, Limited Partnership
Oak Associates IX, LLC
Oak IX Affiliates Fund, Limited Partnership
Oak IX Affiliates, LLC
Oak IX Affiliates Fund – A, Limited Partnership
Oak Management Corporation
Bandel L. Carano
Gerald R. Gallagher
Edward F. Glassmeyer
Fredric W. Harman
Ann H. Lamont
By:
By: /s/ Edward F. Glassmeyer
Edward F. Glassmeyer, as
General Partner or Managing Member
or as attorney-in-fact for the
above-listed entities
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Individuals:
Bandel L. Carano
Gerald R. Gallagher
Edward F. Glassmeyer
Fredric W. Harman
Ann H. Lamont
By: /s/ Edward F. Glassmeyer
Edward F. Glassmeyer,
individually and as
attorney-in-fact for the
above-listed individuals
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EXHIBIT B
Power of Attorney
The undersigned hereby make, constitute and appoint each of Edward F. Glassmeyer and Fredric W. Harman, acting jointly or individually, with full power of substitution, the true and lawful attorney-in-fact for the undersigned, in the undersigned’s name, place and stead and on the undersigned’s behalf, to complete, execute and file with the United States Securities and Exchange Commission (the “Commission”), a statement on Schedule 13G and/or 13D with respect to the securities of Potbelly Corporation, a Delaware corporation, and any and all amendments thereto pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and any other forms, certificates, documents or instruments (including a Joint Filing Agreement) that the attorneys-in-fact (or either of them) deems necessary or appropriate in order to enable the undersigned to comply with the requirements of said Section 13(d) and said rules and regulations.
Dated: February 11, 2014
| Oak Management Corporation By: /s/ Edward F. Glassmeyer Name: Edward F. Glassmeyer Title: President | Oak Investment Partners IX, Limited Partnership By: Oak Associates IX, LLC, its general partner By: /s/ Edward F. Glassmeyer Name: Edward F. Glassmeyer Title: Managing Member |
| Oak Associates IX, LLC By: /s/ Edward F. Glassmeyer Name: Edward F. Glassmeyer Title: Managing Member | Oak IX Affiliates Fund, Limited Partnership By: Oak IX Affiliates, LLC, its general partner By: /s/ Edward F. Glassmeyer Name: Edward F. Glassmeyer Title: Managing Member |
| Oak IX Affiliates, LLC By: /s/ Edward F. Glassmeyer Name: Edward F. Glassmeyer Title: Managing Member | Oak IX Affiliates Fund -A, Limited Partnership By: Oak IX Affiliates, LLC, its general partner By: /s/ Edward F. Glassmeyer Name: Edward F. Glassmeyer Title: Managing Member |
| /s/ Bandel L. Carano Bandel L. Carano | /s/ Gerald R. Gallagher Gerald R. Gallagher |
| /s/ Edward F. Glassmeyer Edward F. Glassmeyer | /s/ Fredric W. Harman Fredric W. Harman |
| /s/ Ann H. Lamont Ann H. Lamont |
|
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