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    Amendment: SEC Form SC 13G/A filed by Oportun Financial Corporation

    11/14/24 5:54:10 PM ET
    $OPRT
    Finance: Consumer Services
    Finance
    Get the next $OPRT alert in real time by email
    SC 13G/A 1 tm2427620d28_sc13ga.htm SC 13G/A

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    SCHEDULE 13G
    (Rule 13d-102)

     

    INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
    AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2

    (Amendment No. 3)

     

    Oportun Financial Corporation

    (Name of Issuer)

     

    Common Stock, $0.0001 par value per share

    (Title of Class of Securities)

     

    68376D 10 4

    (CUSIP Number)

     

    September 30, 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:

     

    ¨Rule 13d-1(b)

     

    ¨Rule 13d-1(c)

     

    xRule 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 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).

     

     

     

     

     

     

    CUSIP NO.  68376D 10 4 13 G  

     

         
         
    1

    NAMES OF REPORTING PERSONS.

     

    Institutional Venture Partners XIV, L.P.

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

    (a) ¨     (b) x (1)

    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
      6 SHARED VOTING POWER
    2,070,353 shares (2)
      7

    SOLE DISPOSITIVE POWER
    0 shares

     

      8 SHARED DISPOSITIVE POWER
    2,070,353 shares (2)
    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,070,353 shares (2)

    10

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

    ¨

    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    5.8% (3)

    12

    TYPE OF REPORTING PERSON*

    PN

                   

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

     

    (2)The shares are held by IVP XIV. IVM XIV serves as the sole general partner of IVP XIV and has sole voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XIV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller, Maltz and Phelps are Managing Directors of IVM XIV and share voting and dispositive power over the shares held by IVP XIV, and may be deemed to own beneficially the shares held by IVP XIV. The Managing Directors own no securities of the Issuer directly.

     

    (3)The percentage is based on 35,722,721 shares of Common Stock reported to be outstanding as of August 2, 2024 in the Issuer’s Form 10-Q for the quarterly period ended June 30, 2024 as filed with the Securities and Exchange Commission on August 9, 2024.

     

    2 

     

     

    CUSIP NO.  68376D 10 4 13 G  

     

         
         
    1

    NAMES OF REPORTING PERSONS

     

    Institutional Venture Management XIV, LLC

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

    (a) ¨     (b) x (1)

    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
      6 SHARED VOTING POWER
    2,070,353 shares (2)
      7

    SOLE DISPOSITIVE POWER
    0 shares

     

      8 SHARED DISPOSITIVE POWER
    2,070,353 shares (2)
    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,070,353 shares (2)

    10

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

    ¨ 

    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    5.8% (3)

    12

    TYPE OF REPORTING PERSON*

    OO

                   

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

     

    (2)The shares are held by IVP XIV. IVM XIV serves as the sole general partner of IVP XIV and has sole voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XIV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller, Maltz and Phelps are Managing Directors of IVM XIV and share voting and dispositive power over the shares held by IVP XIV, and may be deemed to own beneficially the shares held by IVP XIV. The Managing Directors own no securities of the Issuer directly.

     

    (3)The percentage is based on 35,722,721 shares of Common Stock reported to be outstanding as of August 2, 2024 in the Issuer’s Form 10-Q for the quarterly period ended June 30, 2024 as filed with the Securities and Exchange Commission on August 9, 2024.

     

    3 

     

     

    CUSIP NO.  68376D 10 4 13 G  

     

         
         
    1

    NAMES OF REPORTING PERSONS

     

    Todd C. Chaffee

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

    (a) ¨     (b) x (1)

    3 SEC USE ONLY
    4 CITIZENSHIP OR PLACE OF ORGANIZATION
    United States of America
    NUMBER OF
    SHARES BENEFICIALLY
    OWNED BY EACH
    REPORTING PERSON
    WITH
    5 SOLE VOTING POWER
    0 shares
      6 SHARED VOTING POWER
    2,070,353 shares (2)
      7

    SOLE DISPOSITIVE POWER
    0 shares

     

      8 SHARED DISPOSITIVE POWER
    2,070,353 shares (2)
    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,070,353 shares (2)

    10

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

    ¨ 

    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    5.8% (3)

    12

    TYPE OF REPORTING PERSON*

    IN

                   

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

     

    (2)The shares are held by IVP XIV. IVM XIV serves as the sole general partner of IVP XIV and has sole voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XIV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller, Maltz and Phelps are Managing Directors of IVM XIV and share voting and dispositive power over the shares held by IVP XIV, and may be deemed to own beneficially the shares held by IVP XIV. The Managing Directors own no securities of the Issuer directly.

     

    (3)The percentage is based on 35,722,721 shares of Common Stock reported to be outstanding as of August 2, 2024 in the Issuer’s Form 10-Q for the quarterly period ended June 30, 2024 as filed with the Securities and Exchange Commission on August 9, 2024.

     

    4 

     

     

    CUSIP NO.  68376D 10 4 13 G  

     

         
         
    1

    NAMES OF REPORTING PERSONS

     

    Norman A. Fogelsong

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

    (a) ¨     (b) x (1)

    3 SEC USE ONLY
    4 CITIZENSHIP OR PLACE OF ORGANIZATION
    United States of America
    NUMBER OF
    SHARES BENEFICIALLY
    OWNED BY EACH
    REPORTING PERSON
    WITH
    5 SOLE VOTING POWER
    0 shares
      6 SHARED VOTING POWER
    2,070,353 shares (2)
      7

    SOLE DISPOSITIVE POWER
    0 shares

     

      8 SHARED DISPOSITIVE POWER
    2,070,353 shares (2)
    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,070,353 shares (2)

    10

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

    ¨ 

    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    5.8% (3)

    12

    TYPE OF REPORTING PERSON*

    IN

                   

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

     

    (2)The shares are held by IVP XIV. IVM XIV serves as the sole general partner of IVP XIV and has sole voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XIV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller, Maltz and Phelps are Managing Directors of IVM XIV and share voting and dispositive power over the shares held by IVP XIV, and may be deemed to own beneficially the shares held by IVP XIV. The Managing Directors own no securities of the Issuer directly.

     

    (3)The percentage is based on 35,722,721 shares of Common Stock reported to be outstanding as of August 2, 2024 in the Issuer’s Form 10-Q for the quarterly period ended June 30, 2024 as filed with the Securities and Exchange Commission on August 9, 2024.

     

    5 

     

     

    CUSIP NO.  68376D 10 4 13 G  

     

         
         
    1

    NAMES OF REPORTING PERSONS

     

    Stephen J. Harrick

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

    (a) ¨     (b) x (1)

    3 SEC USE ONLY
    4 CITIZENSHIP OR PLACE OF ORGANIZATION
    United States of America
    NUMBER OF
    SHARES BENEFICIALLY
    OWNED BY EACH
    REPORTING PERSON
    WITH
    5 SOLE VOTING POWER
    0 shares
      6 SHARED VOTING POWER
    2,070,353 shares (2)
      7

    SOLE DISPOSITIVE POWER
    0 shares

     

      8 SHARED DISPOSITIVE POWER
    2,070,353 shares (2)
    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,070,353 shares (2)

    10

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

     ¨

    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    5.8% (3)

    12

    TYPE OF REPORTING PERSON*

    IN

                   

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

     

    (2)The shares are held by IVP XIV. IVM XIV serves as the sole general partner of IVP XIV and has sole voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XIV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller, Maltz and Phelps are Managing Directors of IVM XIV and share voting and dispositive power over the shares held by IVP XIV, and may be deemed to own beneficially the shares held by IVP XIV. The Managing Directors own no securities of the Issuer directly.

     

    (3)The percentage is based on 35,722,721 shares of Common Stock reported to be outstanding as of August 2, 2024 in the Issuer’s Form 10-Q for the quarterly period ended June 30, 2024 as filed with the Securities and Exchange Commission on August 9, 2024.

     

    6 

     

     

    CUSIP NO.  68376D 10 4 13 G  

     

         
         
    1

    NAMES OF REPORTING PERSONS

     

    J. Sanford Miller

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

    (a) ¨     (b) x (1)

    3 SEC USE ONLY
    4 CITIZENSHIP OR PLACE OF ORGANIZATION
    United States of America
    NUMBER OF
    SHARES BENEFICIALLY
    OWNED BY EACH
    REPORTING PERSON
    WITH
    5 SOLE VOTING POWER
    0 shares
      6 SHARED VOTING POWER
    2,070,353 shares (2)
      7

    SOLE DISPOSITIVE POWER
    0 shares

     

      8 SHARED DISPOSITIVE POWER
    2,070,353 shares (2)
    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,070,353 shares (2)

    10

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

    ¨

    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    5.8% (3)

    12

    TYPE OF REPORTING PERSON*

    IN

                   

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

     

    (2)The shares are held by IVP XIV. IVM XIV serves as the sole general partner of IVP XIV and has sole voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XIV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller, Maltz and Phelps are Managing Directors of IVM XIV and share voting and dispositive power over the shares held by IVP XIV, and may be deemed to own beneficially the shares held by IVP XIV. The Managing Directors own no securities of the Issuer directly.

     

    (3)The percentage is based on 35,722,721 shares of Common Stock reported to be outstanding as of August 2, 2024 in the Issuer’s Form 10-Q for the quarterly period ended June 30, 2024 as filed with the Securities and Exchange Commission on August 9, 2024.

     

    7 

     

     

    CUSIP NO.  68376D 10 4 13 G  

     

         
         
    1

    NAMES OF REPORTING PERSONS

     

    Jules A. Maltz

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

    (a) ¨     (b) x (1)

    3 SEC USE ONLY
    4 CITIZENSHIP OR PLACE OF ORGANIZATION
    United States of America
    NUMBER OF
    SHARES BENEFICIALLY
    OWNED BY EACH
    REPORTING PERSON
    WITH
    5 SOLE VOTING POWER
    0 shares
      6 SHARED VOTING POWER
    2,070,353 shares (2)
      7

    SOLE DISPOSITIVE POWER
    0 shares

     

      8 SHARED DISPOSITIVE POWER
    2,070,353 shares (2)
    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,070,353 shares (2)

    10

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

    ¨ 

    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    5.8% (3)

    12

    TYPE OF REPORTING PERSON*

    IN

                   

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

     

    (2)The shares are held by IVP XIV. IVM XIV serves as the sole general partner of IVP XIV and has sole voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XIV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller, Maltz and Phelps are Managing Directors of IVM XIV and share voting and dispositive power over the shares held by IVP XIV, and may be deemed to own beneficially the shares held by IVP XIV. The Managing Directors own no securities of the Issuer directly.

     

    (3)The percentage is based on 35,722,721 shares of Common Stock reported to be outstanding as of August 2, 2024 in the Issuer’s Form 10-Q for the quarterly period ended June 30, 2024 as filed with the Securities and Exchange Commission on August 9, 2024.

     

    8 

     

     

    CUSIP NO.  68376D 10 4 13 G  

     

         
         
    1

    NAMES OF REPORTING PERSONS

     

    Dennis B. Phelps

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

    (a) ¨     (b) x (1)

    3 SEC USE ONLY
    4 CITIZENSHIP OR PLACE OF ORGANIZATION
    United States of America
    NUMBER OF
    SHARES BENEFICIALLY
    OWNED BY EACH
    REPORTING PERSON
    WITH
    5 SOLE VOTING POWER
    0 shares
      6 SHARED VOTING POWER
    2,070,353 shares (2)
      7

    SOLE DISPOSITIVE POWER
    0 shares

     

      8 SHARED DISPOSITIVE POWER
    2,070,353 shares (2)
    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,070,353 shares (2)

    10

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

    ¨ 

    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    5.8% (3)

    12

    TYPE OF REPORTING PERSON*

    IN

                   

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

     

    (2)The shares are held by IVP XIV. IVM XIV serves as the sole general partner of IVP XIV and has sole voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XIV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller, Maltz and Phelps are Managing Directors of IVM XIV and share voting and dispositive power over the shares held by IVP XIV, and may be deemed to own beneficially the shares held by IVP XIV. The Managing Directors own no securities of the Issuer directly.

     

    (3)The percentage is based on 35,722,721 shares of Common Stock reported to be outstanding as of August 2, 2024 in the Issuer’s Form 10-Q for the quarterly period ended June 30, 2024 as filed with the Securities and Exchange Commission on August 9, 2024.

     

    9 

     

     

    Introductory Note: This statement on Schedule 13G is filed by the Reporting Persons with the Commission in respect of shares of Common Stock, par value $0.0001 per share (“Common Stock”), of Oportun Financial Corporation, a Delaware corporation (the “Issuer”).

     

    Item 1

     

    (a) Name of Issuer: Oportun Financial Corporation
         
    (b) Address of Issuer’s Principal  
      Executive Offices: 2 Circle Star Way
        San Carlos, California 94070

     

    Item 2

     

    (a)Name of Reporting Persons Filing:

     

    1.Institutional Venture Partners XIV, L.P. (“IVP XIV”)
    2.Institutional Venture Management XIV, LLC (“IVM XIV”)
    3.Todd C. Chaffee (“Chaffee”)
    4.Norman A. Fogelsong (“Fogelsong”)
    5.Stephen J. Harrick (“Harrick”)
    6.J. Sanford Miller (“Miller”)
    7.Dennis B. Phelps (“Phelps”)
    8.Jules A. Maltz (“Maltz”)

     

    (b)Address of Principal Business Office: c/o Institutional Venture Partners
       3000 Sand Hill Road, Building 2, Suite 250
       Menlo Park, California 94025

     

    (c)Citizenship:

     

      IVP XIV Delaware
      IVM XIV Delaware
      Chaffee United States of America
      Fogelsong United States of America
      Harrick United States of America
      Miller United States of America
      Phelps United States of America
      Maltz United States of America

     

    (d)Title of Class of Securities: Common Stock

     

    (e)CUSIP Number: 68376D 10 4

     

    Item 3If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

     

    Not applicable.

     

    10 

     

     

    Item 4Ownership.

     

    The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of September 30, 2024:

     

    Reporting Persons  Shares Held
    Directly (1)
       Shared
    Voting
    Power (1)
       Shared
    Dispositive
    Power (1)
       Beneficial
    Ownership (1)
       Percentage of
    Class (1, 3)
     
    IVP XIV   2,070,353    2,070,353    2,070,353    2,070,353    5.8%
    IVM XIV (2)   0    2,070,353    2,070,353    2,070,353    5.8%
    Chaffee (2)   0    2,070,353    2,070,353    2,070,353    5.8%
    Fogelsong (2)   0    2,070,353    2,070,353    2,070,353    5.8%
    Harrick (2)   0    2,070,353    2,070,353    2,070,353    5.8%
    Miller (2)   0    2,070,353    2,070,353    2,070,353    5.8%
    Phelps (2)   0    2,070,353    2,070,353    2,070,353    5.8%
    Maltz (2)   0    2,070,353    2,070,353    2,070,353    5.8%

      

    (1)Represents shares of Common Stock held directly by IVP XIV.
    (2)IVM XIV serves as the sole general partner of IVP XIV and has sole voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XIV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller, Maltz and Phelps are Managing Directors of IVM XIV and share voting and dispositive power over the shares held by IVP XIV, and may be deemed to own beneficially the shares held by IVP XIV. The Managing Directors own no securities of the Issuer directly.
    (3)The percentage is based on 35,722,721 shares of Common Stock reported to be outstanding as of August 2, 2024 in the Issuer’s Form 10-Q for the quarterly period ended June 30, 2024 as filed with the Securities and Exchange Commission on August 9, 2024.

     

    Item 5Ownership of Five Percent or Less of a Class.

     

    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 five percent of the class of securities, check the following: ¨

     

    Item 6Ownership of More Than Five Percent on Behalf of Another Person.

     

    Not applicable.

     

    Item 7Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.

     

    Not applicable.

     

    Item 8Identification and Classification of Members of the Group.

     

    Not applicable.

     

    Item 9Notice of Dissolution of Group.

     

    Not applicable.

     

    Item 10Certification.

     

    Not applicable.

     

    11 

     

     

    SIGNATURE

     

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the attached statement on Schedule 13G is true, complete and correct.

     

    Dated: November 14, 2024

     

    INSTITUTIONAL VENTURE PARTNERS XIV, L.P.  
       
    By: Institutional Venture Management XIV, LLC  
    Its: General Partner  
       
    By: /s/ Leslie Stolper  
      Leslie Stolper, Authorized Signatory  
       
    INSTITUTIONAL VENTURE MANAGEMENT XIV, LLC  
       
    By: /s/ Leslie Stolper  
      Leslie Stolper, Authorized Signatory  
       
    /s/ Leslie Stolper  
    Leslie Stolper, Attorney-in-Fact for Todd C. Chaffee  
       
    /s/ Leslie Stolper  
    Leslie Stolper, Attorney-in-Fact for Norman A. Fogelsong  
       
    /s/ Leslie Stolper  
    Leslie Stolper, Attorney-in-Fact for Stephen J. Harrick  
       
    /s/ Leslie Stolper  
    Leslie Stolper, Attorney-in-Fact for J. Sanford Miller  
       
    /s/ Leslie Stolper  
    Leslie Stolper, Attorney-in-Fact for Dennis B. Phelps  
       
    /s/ Leslie Stolper  
    Leslie Stolper, Attorney-in-Fact for Jules A. Maltz  

     

    Exhibit(s):

     

    A:Joint Filing Statement

     

    12 

     

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