-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UxCgw5mmSxZ5iAyE23vrqum5/nHwi70EdPLHSUFC+bnruvUsJq0aQtUCfcV3fIzQ jsb6ng0DbFGNAJm/k+jjRg== 0000929638-10-000330.txt : 20100504 0000929638-10-000330.hdr.sgml : 20100504 20100504172312 ACCESSION NUMBER: 0000929638-10-000330 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100504 DATE AS OF CHANGE: 20100504 GROUP MEMBERS: DAVID EINHORN GROUP MEMBERS: DME ADVISORS GP, L.L.C. GROUP MEMBERS: GREENLIGHT CAPITAL OFFSHORE PARTNERS GROUP MEMBERS: GREENLIGHT CAPITAL QUALIFIED, L.P. GROUP MEMBERS: GREENLIGHT CAPITAL, INC. GROUP MEMBERS: GREENLIGHT CAPITAL, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EINSTEIN NOAH RESTAURANT GROUP INC CENTRAL INDEX KEY: 0000949373 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 133690261 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55609 FILM NUMBER: 10798221 BUSINESS ADDRESS: STREET 1: 555 ZANG STREET STREET 2: SUITE 300 CITY: LAKEWOOD STATE: CO ZIP: 80228 BUSINESS PHONE: 3035688000 MAIL ADDRESS: STREET 1: 555 ZANG STREET STREET 2: SUITE 300 CITY: LAKEWOOD STATE: CO ZIP: 80228 FORMER COMPANY: FORMER CONFORMED NAME: NEW WORLD RESTAURANT GROUP INC DATE OF NAME CHANGE: 20010928 FORMER COMPANY: FORMER CONFORMED NAME: NEW WORLD COFFEE MANHATTAN BAGEL INC DATE OF NAME CHANGE: 19990413 FORMER COMPANY: FORMER CONFORMED NAME: NEW WORLD COFFEE & BAGELS INC / DATE OF NAME CHANGE: 19981007 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENLIGHT CAPITAL LLC CENTRAL INDEX KEY: 0001040272 IRS NUMBER: 133886851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129731900 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 greenlight_einstein13d.htm SCHEDULE 13D - EINSTEIN NOAH RESTAURANT GROUP, INC. greenlight_einstein13d.htm
 
 

 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
OMB APPROVAL
 
   
  OMB Number:3235-0145
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SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
 (Amendment No. 11)*
 
EINSTEIN NOAH RESTAURANT GROUP, INC. 

(Name of Issuer)

Shares of Common Stock, par value $0.001 per share

(Title of Class of Securities)

28257U104

(CUSIP Number)

Greenlight Capital, L.L.C.
140 East 45th Street, Floor 24
New York, New York 10017
Tel. No.: (212) 973-1900
 
Attention: Chief Operating Officer

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

- with copies to -

Barry N. Hurwitz
Bingham McCutchen LLP
One Federal Street
Boston, MA 02110
(617) 951-8000
 
May 1, 2010

(Date of Event Which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
* 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. 28257U104



1
Names of Reporting Persons.
Greenlight Capital, L.L.C.
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Source of Funds (See Instructions):
AF, WC, OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
6
Citizenship or Place of Organization.
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
7           Sole Voting Power
0
8           Shared Voting Power
4,875,414
9            Sole Dispositive Power
0
10           Shared Dispositive Power
4,875,414
 
11
Aggregate Amount Beneficially Owned by Each Reporting Person
4,875,414
 
 
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
 
13
Percent of Class Represented by Amount in Row (11)
29.6%
 
 
14
Type of Reporting Person (See Instructions)
OO
 


 
 

 
CUSIP No. 28257U104


1
Names of Reporting Persons.
Greenlight Capital, Inc.
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Source of Funds (See Instructions):
AF, WC, OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
6
Citizenship or Place of Organization.
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
7           Sole Voting Power
0
8           Shared Voting Power
4,727,581
9            Sole Dispositive Power
0
10           Shared Dispositive Power
4,727,581
 
11
Aggregate Amount Beneficially Owned by Each Reporting Person
4,727,581
 
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
 
13
Percent of Class Represented by Amount in Row (11)
28.7%
 
 
14
Type of Reporting Person (See Instructions)
CO
 




 
 

 
CUSIP No. 28257U104


1
Names of Reporting Persons.
David Einhorn
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Source of Funds (See Instructions):
AF, WC, OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
6
Citizenship or Place of Organization.
USA
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
7           Sole Voting Power
0
8           Shared Voting Power
10,733,469
9            Sole Dispositive Power
0
10           Shared Dispositive Power
10,733,469
 
11
Aggregate Amount Beneficially Owned by Each Reporting Person
10,733,469
 
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
 
13
Percent of Class Represented by Amount in Row (11)
65.2%
 
 
14
Type of Reporting Person (See Instructions)
IN
 



 
 

 
CUSIP No. 28257U104


 
1
Names of Reporting Persons.
Greenlight Capital, L.P.
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Source of Funds (See Instructions):
WC, OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
6
Citizenship or Place of Organization.
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
7           Sole Voting Power
0
8           Shared Voting Power
1,187,400
9            Sole Dispositive Power
0
10           Shared Dispositive Power
1,187,400
 
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,187,400
 
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
 
13
Percent of Class Represented by Amount in Row (11)
7.2%
 
 
14
Type of Reporting Person (See Instructions)
PN
 

 

 
 

 
CUSIP No. 28257U104


 
1
Names of Reporting Persons.
Greenlight Capital Qualified, L.P.
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Source of Funds (See Instructions):
WC, OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
6
Citizenship or Place of Organization.
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
7           Sole Voting Power
0
8           Shared Voting Power
3,688,014
9            Sole Dispositive Power
0
10           Shared Dispositive Power
3,688,014
 
11
Aggregate Amount Beneficially Owned by Each Reporting Person
3,688,014
 
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
 
13
Percent of Class Represented by Amount in Row (11)
22.4%
 
 
14
Type of Reporting Person (See Instructions)
PN
 

 

 
 

 
CUSIP No. 28257U104


 
1
Names of Reporting Persons.
Greenlight Capital Offshore Partners
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Source of Funds (See Instructions):
WC, OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
6
Citizenship or Place of Organization.
British Virgin Islands
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
7           Sole Voting Power
0
8           Shared Voting Power
4,727,581
9            Sole Dispositive Power
0
10           Shared Dispositive Power
4,727,581
 
11
Aggregate Amount Beneficially Owned by Each Reporting Person
4,727,581
 
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
 
13
Percent of Class Represented by Amount in Row (11)
28.7%
 
 
14
Type of Reporting Person (See Instructions)
PN
 

 

 
 

 
CUSIP No. 28257U104


 
1
Names of Reporting Persons.
DME Advisors GP, LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Source of Funds (See Instructions):
AF, WC, OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
6
Citizenship or Place of Organization.
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
7           Sole Voting Power
0
8           Shared Voting Power
849,856
9            Sole Dispositive Power
0
10           Shared Dispositive Power
849,856
 
11
Aggregate Amount Beneficially Owned by Each Reporting Person
849,856
 
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
 
13
Percent of Class Represented by Amount in Row (11)
5.2%
 
 
14
Type of Reporting Person (See Instructions)
OO
 

 

 
 

 
CUSIP No. 28257U104
 
AMENDMENT NO. 11 TO SCHEDULE 13D
 
This Amendment No. 11 to Schedule 13D (the “Amendment”), relating to shares of common stock, par value $0.001 per share, (“Common Stock”) of Einstein Noah Restaurant Group, Inc., f/k/a New World Restaurant Group, Inc., a Delaware corporation (the “Issuer”), 555 Zang Street; Suite 300; Lakewood CO 80228, is being filed as an amendment to the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on January 30, 2001, as amended by Amendment No. 1 filed with the Commission on February 2, 2001, Amendment No. 2 filed with the Commission on July 2, 2001, Amendment No. 3 filed with the Commission on May 60;30, 2003, Amendment No. 4 filed with the Commission on June 20, 2003, Amendment No. 5 filed with the Commission on July 16, 2003, Amendment No. 6 filed with the Commission on October 15, 2003, Amendment No. 7 filed with the Commission on February 7, 2006, Amendment No. 8 filed with the Commission on June 20, 2006, Amendment No. 9 filed with the Commission on June 14, 2007 and Amendment No. 10 filed with the Commission on April 14, 2008.
 
This Amendment is being filed on behalf of Greenlight Capital, L.L.C., a Delaware limited liability company (“Greenlight LLC”), Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.”), Mr. David Einhorn (the “Principal”), Greenlight Capital, L.P., a Delaware limited partnership (“Greenlight Fund”), of which Greenlight LLC is the general partner, Greenlight Capital Qualified, L.P., a Delaware limited partnership (“Greenlight Qualified”), of which Greenlight LLC is the general partner, Greenlight Capital Offshore Partners, a British Virgin Islands partnership (“Greenlight Offshore”), for which Greenlight Inc. acts as investment manager, and DME Advisors GP, LLC, a Delaware limited liability company (& #8220;Advisors GP,” and together with Greenlight LLC, Greenlight Inc., Greenlight Fund, Greenlight Qualified, Greenlight Offshore and the Principal, the “Reporting Persons”).  Mr. Einhorn is the principal of each of Greenlight LLC, Greenlight Inc., and Advisors GP.
 
In addition, Advisors GP is the general partner of each of DME Advisors, L.P., a Delaware limited partnership (“Advisors”), and DME Capital Management, LP, a Delaware limited partnership (“DME CM”).  Advisors acts as the investment manager for a managed account (the “Managed Account”).  DME CM acts as the investment manager for Greenlight Capital Offshore Master (Gold), Ltd., a British Virgin Islands company (“Greenlight Gold Offshore”).  DME Management GP, LLC, a Delaware limited liability company controlled by the Principal (“DME Management GP”), is the general partner of Greenlight Capital (Gold), L.P., a Delaware limited partnership (“Greenlight Gold”).
 
The Reporting Persons are filing this Amendment in connection with the transactions reported herein, which represent a reallocation of shares of Common Stock made in connection with the establishment of Greenlight Gold and Greenlight Gold Offshore.
 
This Amendment is being filed to amend Items 3, 4 and 5, as follows:
 
Item 3.  Source and Amount of Funds or Other Consideration

See Item 5(c).
 

Item 4.  Purpose of Transaction

See Item 5(c).
 

 
 

 
CUSIP No. 28257U104


 
Item 5.  Interest in Securities of the Issuer

The information in Item 5(a) of the Schedule 13D is hereby updated as follows:

(a)           As of May 1, 2010:

(a)           Greenlight LLC beneficially owns 4,875,414 shares of Common Stock of the Issuer, 1,187,400 of which are held by Greenlight Fund and 3,688,014 of which are held by Greenlight Qualified.  Such shares of Common Stock beneficially owned by Greenlight LLC, and held by Greenlight Fund and Greenlight Qualified, represent 29.6%, 7.2% and 22.4% of the Issuer’s outstanding shares of Common Stock, respectively.

(b)           Greenlight Inc. beneficially owns 4,727,581 shares of Common Stock of the Issuer, all of which are held by Greenlight Offshore.  Such shares of Common Stock represent 28.7% of the Issuer’s outstanding shares of Common Stock.  The shares of Common Stock held by Greenlight Offshore were previously held directly by Greenlight Capital Offshore, Ltd., which currently invests substantially all of its assets through its interest in Greenlight Offshore.

(c)           Advisors GP beneficially owns 849,856 shares of Common Stock of the Issuer, 750,000 of which are also beneficially owned by Advisors and 99,856 of which are also beneficially owned by DME CM.  The shares of Common Stock beneficially owned by Advisors GP and Advisors are held by the Managed Account, and represent 4.6% of the Issuer’s outstanding shares of Common Stock.  The shares of Common Stock beneficially owned by Advisors GP and DME CM are held by Greenlight Gold Offshore, and represent 0.6% of the Issuer’s outstanding shares of Common Stock.

(d)           DME Management GP beneficially owns 280,618 shares of Common Stock of the Issuer, all of which are held by Greenlight Gold.  Such shares of Common Stock represent 1.7% of the Issuer’s outstanding shares of Common Stock.
     
(e)           The Principal beneficially owns 10,733,469 shares of Common Stock of the Issuer, which represents 65.2% of the Issuer’s outstanding shares of Common Stock.  Such shares of Common Stock include the shares reported above, which are beneficially owned by Greenlight LLC, Greenlight Inc., Advisors GP, Advisors, DME CM and DME Management GP, and held by Greenlight Fund, Greenlight Qualified, Greenlight Offshore, the Managed Account, Greenlight Gold Offshore and Greenlight Gold.

Each of the percentages listed above were determined by dividing the relevant number of shares of Common Stock beneficially owned or held, as applicable, by each of the Reporting Persons, by 16,446,142, the number of shares of Common Stock outstanding as of February 22, 2010, as reported in the Issuer's Form 10-K, filed with the Commission on February 25, 2010.

Pursuant to Rule 13d-4, each of the Reporting Persons disclaims such beneficial ownership except to the extent of their respective pecuniary interests therein.


 
 

 
CUSIP No. 28257U104


Items 5(b) and (c) are amended and restated in their entirety as follows:

(b) Greenlight LLC has the power to vote and dispose of 4,875,414 shares of Common Stock beneficially owned by it.  Greenlight Inc. has the power to vote and dispose of 4,727,581 shares of Common Stock beneficially owned by it.  Greenlight Fund has the power to vote and dispose of 1,187,400 shares of Common Stock held by it.  Greenlight Qualified has the power to vote and dispose of 3,688,014 shares of Common Stock held by it.  Greenlight Offshore has the power to vote and dispose of 4,727,581 shares of Common Stock held by it.  Advisors GP has the power to vote and dispose of 849,856 shares of Common Stock beneficially owned by it.  Mr. Einhorn may direct the vote and disposition of 10,73 3,469 shares of Common Stock beneficially owned by Greenlight LLC, Greenlight Inc., Advisors GP and DME Management GP.

(c) The transactions in the Issuer’s securities in the last sixty days by the Reporting Persons (directly or through accounts over which the Reporting Persons may exercise voting and/or investment discretion) are listed as Annex A attached hereto and made a part hereof.


 
 
 

 
CUSIP No. 28257U104

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:              May 4, 2010
 
Greenlight Capital, L.L.C.
 
By: /s/DANIEL ROITMAN                                                           
Daniel Roitman
Chief Operating  Officer

 
Greenlight Capital, Inc.
 
By: /s/DANIEL ROITMAN                                                           
Daniel Roitman
Chief Operating  Officer

Greenlight Capital, L.P.
 
By:  Greenlight Capital, L.L.C.,
  its General Partner
 
By: /s/DANIEL ROITMAN                                                           
Daniel Roitman
Chief Operating Officer

Greenlight Capital Qualified, L.P.
 
By:  Greenlight Capital, L.L.C.,
  its General Partner
 
By: /s/DANIEL ROITMAN                                                           
Daniel Roitman
Chief Operating Officer

Greenlight Capital Offshore Partners
 
By:  Greenlight Capital, Inc.,
  its Investment Manager
 
By: /s/DANIEL ROITMAN                                                           
Daniel Roitman
Chief Operating Officer
 
DME Advisors GP, L.L.C.
 
By: /s/DANIEL ROITMAN                                                           
Daniel Roitman
Chief Operating  Officer

 /s/DANIEL ROITMAN**                                                           
Daniel Roitman, on behalf of David Einhorn

 
* A Joint Filing Agreement, executed by and among the Reporting Persons, is filed herewith.
 
** The Power of Attorney, executed by David Einhorn authorizing Harry Brandler and Daniel Roitman to sign and file this Schedule 13G on David Einhorn’s behalf, which was filed with a Schedule 13G filed with the Securities and Exchange Commission on July 18, 2005 by the Reporting Persons with respect to the Ordinary Shares of Flamel Technologies S.A., is hereby incorporated by reference.
 

 
 

 
CUSIP No. 28257U104

ANNEX A
 

Each of the transactions reported herein represent a reallocation of shares of Common Stock made in connection with the establishment of Greenlight Gold and Greenlight Gold Offshore.
 

Number of Shares of Common Stock Transferred

(in each case as of May 1, 2010, at $12.985 per share)

Entity
Shares Transferred
Shares Acquired
     
Greenlight Fund
89,775
--
Greenlight Qualified
190,843
--
Greenlight Offshore
99,856
--
Greenlight Gold
--
280,618
Greenlight Gold Offshore
--
99,856
     
TOTAL:
380,474
380,474
 
 


 
 

 
CUSIP No. 28257U104

Exhibit 1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G and/or 13D (including any and all amendments thereto) with respect to Shares of Common Stock, par value $0.001 per share, of Einstein Noah Restaurant Group, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
 
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and/or 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
 
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
 
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of May 4, 2010.

Greenlight Capital, L.L.C.
 
By: /s/DANIEL ROITMAN                                                           
Daniel Roitman
Chief Operating  Officer

 
Greenlight Capital, Inc.
 
By: /s/DANIEL ROITMAN                                                           
Daniel Roitman
Chief Operating  Officer

Greenlight Capital, L.P.
 
By:  Greenlight Capital, L.L.C.,
  its General Partner
 
By: /s/DANIEL ROITMAN                                                           
Daniel Roitman
Chief Operating Officer

Greenlight Capital Qualified, L.P.
 
By:  Greenlight Capital, L.L.C.,
  its General Partner
 
By: /s/DANIEL ROITMAN                                                           
Daniel Roitman
Chief Operating Officer

 
 

CUSIP No. 28257U104
 
Greenlight Capital Offshore Partners
 
By:  Greenlight Capital, Inc.,
  its Investment Manager
 
By: /s/DANIEL ROITMAN                                                           
Daniel Roitman
Chief Operating Officer

 
DME Advisors GP, L.L.C.
 
By: /s/DANIEL ROITMAN                                                           
Daniel Roitman
Chief Operating  Officer

 /s/DANIEL ROITMAN**                                                           
Daniel Roitman, on behalf of David Einhorn

 

 

 
 

 

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