SEC Form SC 13G/A filed by Overstock.com Inc. (Amendment)
(Amendment No. 1 )*
1.
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NAMES OF REPORTING PERSONS
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JAT Capital Mgmt LP
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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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Delaware
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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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3,978,454
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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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3,978,454
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,978,454
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.8%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1.
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NAMES OF REPORTING PERSONS
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JAT Capital Master Fund LP
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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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Cayman Islands
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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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1,080,320
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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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1,080,320
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,080,320
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.4%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1.
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NAMES OF REPORTING PERSONS
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John Thaler
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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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3,978,454
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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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3,978,454
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,978,454
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.8%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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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). |
Name of Persons Filing:
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•
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JAT Capital Mgmt LP, a Delaware limited partnership (“JAT Capital Management”);
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•
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JAT Capital Master Fund LP, a Cayman Islands exempted limited partnership (“JAT Capital Master Fund”); and
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•
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John Thaler, a United States citizen (“Mr. Thaler”).
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Item 2(b). |
Address of Principal Business Office or, if None, Residence:
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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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(a)
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[ ]
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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[ ]
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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[ ]
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Insurance company defined in Section 3(a)(19) of the Exchange 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.
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(e)
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[ ]
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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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[ ]
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Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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[ ]
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Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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[ ]
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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[ ]
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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[ ]
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Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
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(k)
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[ ]
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). 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. |
Ownership.
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(a) |
Amount beneficially owned:
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(i)
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JAT Capital Management, as the investment manager of certain client accounts, may be deemed to beneficially own the 3,978,454 Shares (790,300 Shares issuable upon exercise of options)
held in such accounts;
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(ii)
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Mr. Thaler, as the managing member of the general partner of JAT Capital Management, may be deemed to beneficially own the 3,978,454 Shares (790,300 Shares issuable upon exercise of
options) held in the client accounts managed by JAT Capital Management; and
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(iii)
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JAT Capital Master Fund may be deemed to beneficially own 1,080,320 Shares including (253,900 Shares issuable upon exercise of options).
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(b) |
Percent of Class:
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(c) |
Number of shares as to which such person has:
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(i) |
Sole power to vote or to direct the vote:
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(ii) |
Shared power to vote or to direct the vote:
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(iii) |
Sole power to dispose or to direct the disposition:
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(iv) |
Shared power to dispose or to direct the disposition:
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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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Item 9. |
Notice of Dissolution of Group.
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Item 10. |
Certification.
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JAT CAPITAL MGMT, LP
By: JAT GP LLC, its General Partner
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By:
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/s/ John Thaler
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John Thaler, Managing Member
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JAT CAPITAL MASTER FUND, LP
By: JAT Capital Mgmt, LP, its Investment Manager
By: JAT GP, LLC, its General Partner
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By:
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/s/ John Thaler
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John Thaler, Managing Member
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/s/ John Thaler
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JOHN THALER
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JAT CAPITAL MGMT, LP
By: JAT GP LLC, its General Partner
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By:
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/s/ John Thaler
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John Thaler, Managing Member
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JAT CAPITAL MASTER FUND, LP
By: JAT Capital Mgmt, LP, its Investment Manager
By: JAT GP, LLC, its General Partner
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By:
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/s/ John Thaler
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John Thaler, Managing Member
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/s/ John Thaler
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JOHN THALER
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