SEC Form SC 13G filed by Talis Biomedical Corporation
$TLIS
Biotechnology: Laboratory Analytical Instruments
Industrials
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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Talis Biomedical Corporation
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(Name of Issuer)
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Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
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87424L108
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(CUSIP Number)
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December 31, 2021
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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 is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] 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. Beneficial ownership information contained herein is given as of the date listed above.
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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1
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Names of Reporting Persons.
Greenlight Capital, Inc.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(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 Sole Voting Power
0 shares
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6 Shared Voting Power
737,621 shares
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
737,621 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
737,621 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
2.8%
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12
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Type of Reporting Person (See Instructions)
IA
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1
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Names of Reporting Persons.
DME Capital Management, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(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 Sole Voting Power
0 shares
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6 Shared Voting Power
614,479 shares
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
614,479 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
614,479 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
2.3%
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12
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Type of Reporting Person (See Instructions)
IA
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1
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Names of Reporting Persons.
DME Advisors, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(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 Sole Voting Power
0 shares
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6 Shared Voting Power
217,200 shares
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
217,200 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
217,200 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
0.8%
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12
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Type of Reporting Person (See Instructions)
IA
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1
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Names of Reporting Persons.
DME Advisors GP, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(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 Sole Voting Power
0 shares
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6 Shared Voting Power
831,679 shares
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
831,679 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
831,679 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
3.2%
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12
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Type of Reporting Person (See Instructions)
HC
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1
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Names of Reporting Persons.
David Einhorn
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(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.
U.S. Citizen
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
1,569,300 shares
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
1,569,300 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,569,300 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
6.0%
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12
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Type of Reporting Person (See Instructions)
HC
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SCHEDULE 13G
This Schedule 13G relating to common stock, par value $0.0001 per share (“Common Stock”) of Talis Biomedical Corporation., a
Delaware corporation (the “Company” or the “Issuer”), is being filed on behalf of Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.”), DME Capital Management, LP, a Delaware limited partnership (“DME CM”), DME Advisors, LP, a
Delaware limited partnership (“DME Advisors”), and DME Advisors GP, LLC, a Delaware limited liability company (“DME GP” and together with Greenlight Inc., DME CM and DME Advisors, “Greenlight”), and Mr. David Einhorn, the principal of Greenlight
(collectively with Greenlight, the “Reporting Persons”).
This Schedule 13G relates to Common Stock of the Issuer held by Greenlight for the account of private investment funds (the
“Greenlight Accounts”) for which Greenlight acts as investment advisor (or general partner of the investment advisor) and with respect to which Mr. Einhorn may be deemed to have indirect investment and/or voting power as the principal of Greenlight
and other affiliated entities. DME GP is the general partner of DME CM and DME Advisors.
The filing of this Schedule 13G shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g)
of the Securities Exchange Act of 1934, the beneficial owner of any of the Common Stock reported herein. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership except to the extent of its pecuniary interest in
any shares of Common Stock, if applicable.
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Item 1.
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(a)
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Name of Issuer
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Talis Biomedical Corporation
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(b)
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Address of Issuer’s Principal Executive Offices
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230 Constitution Drive, Menlo Park, California 94025
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Item 2.
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(a)
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Name of Person Filing
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Greenlight Inc.
DME CM
DME Advisors
DME GP
David Einhorn
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(b)
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Address of Principal Business Office or, if none, Residence
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The principal business office of each of the Reporting Persons
is 140 East 45th Street, 24th Floor, New York, New York 10017.
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(c)
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Citizenship
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Greenlight Inc. is a corporation organized under the laws of the State of Delaware.
DME CM is a limited partnership organized under the
laws of the State of Delaware.
DME Advisors is a limited partnership organized under
the laws of the State of Delaware.
DME GP is a limited liability company organized under the laws of the State of Delaware.
David Einhorn is a United States citizen
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(d)
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Title of Class of Securities
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Common Stock, par value $0.0001 per share
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(e)
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CUSIP Number
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87424L108
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Item 3.
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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:
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[ ]
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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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[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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[X]
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[X]
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[ ]
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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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.
(a) Amount Beneficially Owned
The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(a) for
each such Reporting Person.
(b) Percent of Class
The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for
each such Reporting Person. The percentages reported herein are calculated on the basis of the Company’s statement in the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 16, 2021 that there were
26,288,616 shares of Common Stock outstanding as of November 10, 2021.
(c) Number of shares as to which such person has:
The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(c) for
each such Reporting Person.
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Item 5.
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Ownership of Five Percent or Less of a Class
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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 [ ].
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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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Not applicable.
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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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Not applicable.
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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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Item 10.
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Certifications
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary
course of business and 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.
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Exhibits
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Exhibit
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99.1
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Joint Filing Agreement by and among the Reporting Persons.
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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.
Date: February 14, 2022
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GREENLIGHT CAPITAL, INC.
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By: /s/ DANIEL ROITMAN
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Daniel Roitman
Chief Operating Officer
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DME CAPITAL MANAGEMENT, LP
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By: DME Advisors GP, LLC,
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its General Partner
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By: /s/ DANIEL ROITMAN
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Daniel Roitman
Chief Operating Officer
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DME ADVISORS, LP
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By: DME Advisors GP, LLC,
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its General Partner
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By: /s/ DANIEL ROITMAN
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Daniel Roitman
Chief Operating Officer
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DME ADVISORS GP, LLC
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By: /s/ DANIEL ROITMAN
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Daniel Roitman
Chief Operating Officer
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/s/ DANIEL ROITMAN*
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Daniel Roitman, on behalf of David Einhorn
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* The Power of Attorney executed by David Einhorn, authorizing the signatory to sign and file Schedule 13G on David Einhorn's behalf, filed as
Exhibit 99.1 to the Schedule 13D filed with the Securities and Exchange Commission on August 29, 2019 by the Reporting Persons with respect to the common units of CONSOL Coal Resources, is hereby incorporated by reference.