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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PINE BROOK LVR, L.P. C/O PINE BROOK ROAD PARTNERS, LLC 60 EAST 42ND STREET, 50TH FL NEW YORK, NY 10165 |
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PBRA (CAYMAN) Co C/O PINE BROOK ROAD PARTNERS LLC 60 EAST 42ND STREET, 50TH FLOOR NEW YORK, NY 10165 |
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Pine Brook Road Advisors, LP C/O PINE BROOK ROAD PARTNERS LLC 60 EAST 42ND STREET, 50TH FLOOR NEW YORK, NY 10165 |
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PBRA, LLC C/O PINE BROOK ROAD PARTNERS, LLC 60 EAST 42ND STREET, 50TH FLOOR NEW YORK, NY 10165 |
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NEWMAN HOWARD H C/O PINE BROOK ROAD PARTNERS LLC 60 EAST 42ND ST, 50TH FLOOR NEW YORK, NY 10165 |
PINE BROOK LVR, L.P., By: PBRA (CAYMAN) COMPANY, its general partner, By: /s/ Rob Jackowitz, Director | 01/18/2017 | |
**Signature of Reporting Person | Date | |
PBRA (CAYMAN) COMPANY, By: /s/ Rob Jackowitz, Director | 01/18/2017 | |
**Signature of Reporting Person | Date | |
PINE BROOK ROAD ADVISORS, LP, By: /s/ Robert Jackowitz, Chief Compliance Officer | 01/18/2017 | |
**Signature of Reporting Person | Date | |
PBRA, LLC, By: /s/ Robert Jackowitz, Executive Vice President | 01/18/2017 | |
**Signature of Reporting Person | Date | |
HOWARD H. NEWMAN, By: /s/ Robert Jackowitz, Attorney-in-Fact | 01/18/2017 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents Common Shares ("Shares") held directly by Pine Brook LVR, L.P. |
(2) | PBRA (Cayman) Company ("PBRA Cayman") serves as general partner to Pine Brook LVR, L.P. Pine Brook Road Advisors, LP ("Advisors") serves as investment manager to PBRA Cayman. PBRA, LLC serves as general partner of Advisors. Howard H. Newman ("Mr. Newman") is the sole member of PBRA, LLC. In such capacities, each of PBRA Cayman, Advisors, PBRA, LLC and Mr. Newman may be deemed to indirectly beneficially own Shares held by Pine Brook LVR and disclaims beneficial ownership of all such Shares except to the extent of any indirect pecuniary interest therein. |
(3) | This price reflects the weighted average sale price for open-market sales of Shares made by the Reporting Persons on January 13, 2017, within a $1.00 range. The actual prices for these transactions range from $11.40 to $11.425, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price within the ranges set forth in footnotes (3), (4) and (5) to this Form 4. |
(4) | This price reflects the weighted average sale price for open-market sales of Shares made by the Reporting Persons on January 17, 2017, within a $1.00 range. The actual prices for these transactions range from $11.30 to $11.35, inclusive. |
(5) | This price reflects the weighted average sale price for open-market sales of Shares made by the Reporting Persons on January 18, 2017, within a $1.00 range. The actual prices for these transactions range from $11.30 to $11.325, inclusive. |
Remarks: Exhibit 99.1 - Power of Attorney (incorporated by reference to Exhibit B to the Schedule 13G filed by Pine Brook Road Advisors, LP on January 20, 2015). |