SEC Form SC 13G/A filed by OneWater Marine Inc. (Amendment)
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Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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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.
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1
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NAMES OF REPORTING PERSONS
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Teresa D. Bos
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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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
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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
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0
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6
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SHARED VOTING POWER
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806,891
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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806,891
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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806,891
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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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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.6% (1)(2)(3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1) |
Based on 14,284,501 shares of Class A common stock, par value $0.01 per share (“Class A common stock”), of OneWater Marine Inc., a Delaware corporation (the “Issuer”), issued and outstanding as of January 4,
2023.
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(2) |
Includes 806,891 shares of Class A common stock held directly by Mrs. Bos and Peter H. Bos, Jr., Mrs. Bos’s spouse, as tenants in the entirety.
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(3) |
Does not include 854,858 shares of Class B common stock, par value $0.01 per share (“Class B common stock”), of the Issuer, or an equivalent number of common units (“Common Unit”) of One Water Marine
Holdings, LLC (“OneWater LLC”) held by Mr. and Mrs. Bos as tenants in the entirety; and does not include 290,186 shares of Class B common stock of the Issuer, or an equivalent number of Common Units of OneWater LLC held directly by
Legendary Investments, LLC, a wholly-owned subsidiary of Legendary, LLC, which is controlled by Mr. and Mrs. Bos. At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at the
Issuer’s election and subject to certain restrictions in the Fourth Amended and Restated Limited Liability Company Agreement of OneWater LLC (the “OneWater LLC Agreement”), newly-issued shares of Class A common stock of the Issuer on a
one-for-one basis or for a cash payment to be determined pursuant to the OneWater LLC Agreement for each Common Unit redeemed.
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1
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NAMES OF REPORTING PERSONS
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Peter H. Bos, Jr.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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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
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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
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0
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6
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SHARED VOTING POWER
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806,891
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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806,891
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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806,891
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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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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.6% (1)(2)(3)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1) |
Based on 14,284,501 shares of Class A common stock of the Issuer, issued and outstanding as of January 4, 2023.
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(2) |
Includes 806,891 shares of Class A common stock held directly by Mr. Bos and Teresa D. Bos, Mr. Bos’s spouse, as tenants in the entirety.
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(3) |
Does not include 854,858 shares of Class B common stock of the Issuer, or an equivalent number of Common Units of OneWater LLC held by Mr. and Mrs. Bos as tenants in the entirety; and does not include 290,186
shares of Class B common stock of the Issuer, or an equivalent number of Common Units of OneWater LLC held directly by Legendary Investments, LLC, a wholly-owned subsidiary of Legendary, LLC, which is controlled by Mr. and Mrs. Bos. At the
request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at the Issuer’s election and subject to certain restrictions in the OneWater LLC Agreement, newly-issued shares of Class A common
stock of the Issuer on a one-for-one basis or for a cash payment to be determined pursuant to the OneWater LLC Agreement for each Common Unit redeemed.
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1
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NAMES OF REPORTING PERSONS
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Legendary Investments, 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)☐
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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
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Florida
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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
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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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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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.0% (1)(2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1) |
Based on 14,284,501 shares of Class A common stock of the Issuer, issued and outstanding as of January 4, 2023.
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(2) |
Does not include 290,186 shares of Class B common stock and an equivalent number of Common Units held by Legendary Investments, LLC. At the request of the holder, each Common Unit may be coupled with a share
of Class B common stock and redeemed for, at the Issuer’s election and subject to certain restrictions in the OneWater LLC Agreement, newly-issued shares of Class A common stock of the Issuer on a one-for-one basis or for a cash payment to
be determined pursuant to the OneWater LLC Agreement for each Common Unit redeemed.
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1
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NAMES OF REPORTING PERSONS
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Legendary, 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)☐
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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
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Florida
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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
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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|||
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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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||
☐
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|||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.0% (1)(2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC
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(1) |
Based on 14,284,501 shares of Class A common stock of the Issuer, issued and outstanding as of January 4, 2023.
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(2) |
Does not include 290,186 shares of Class B common stock and an equivalent number of Common Units held by Legendary Investments, LLC. At the request of the holder, each Common Unit may be coupled with a share
of Class B common stock and redeemed for, at the Issuer’s election and subject to certain restrictions in the OneWater LLC Agreement, newly-issued shares of Class A common stock of the Issuer on a one-for-one basis or for a cash payment to
be determined pursuant to the OneWater LLC Agreement for each Common Unit redeemed.
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Item 1(a). |
Name of issuer:
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Item 1(b). |
Address of issuer’s principal executive offices:
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Item 2(a). |
Names of persons filing:
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Item 2(b). |
Address or principal business office or, if none, residence of each Reporting Person:
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Item 2(c). |
Citizenship:
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Item 2(d). |
Title of class of securities:
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Item 2(e). |
CUSIP number:
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Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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Item 4. |
Ownership:
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Item 5. |
Ownership of five percent or less of a class:
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Item 6. |
Ownership of more than five percent on behalf of another person:
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Item 7. |
Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person:
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Item 8. |
Identification and classification of members of the group:
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Not applicable.
Item 9. |
Notice of dissolution of group:
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Not applicable.
Item 10. |
Certifications:
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Teresa D. Bos
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By:
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/s/ Teresa D. Bos
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Name: Teresa D. Bos
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Peter H. Bos, Jr.
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By:
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/s/ Peter H. Bos, Jr.
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Name: Peter H. Bos, Jr.
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Legendary Investments, LLC
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By:
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/s/ Pete Knowles
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Name: Pete Knowles
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Title: President
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Legendary, LLC
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By:
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/s/ Pete Knowles
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Name: Pete Knowles
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Title: President
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Exhibit No.
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Exhibit
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99.1
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