0001512395-11-000017.txt : 20110708 0001512395-11-000017.hdr.sgml : 20110708 20110708162021 ACCESSION NUMBER: 0001512395-11-000017 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110708 DATE AS OF CHANGE: 20110708 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: North Penn Bancorp Inc CENTRAL INDEX KEY: 0001401434 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 260261305 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83673 FILM NUMBER: 11959532 BUSINESS ADDRESS: STREET 1: 216 ADAMS AVENUE CITY: SCRANTON STATE: PA ZIP: 18503 BUSINESS PHONE: (570)344-6113 MAIL ADDRESS: STREET 1: 216 ADAMS AVENUE CITY: SCRANTON STATE: PA ZIP: 18503 FORMER COMPANY: FORMER CONFORMED NAME: New North Penn Bancorp Inc DATE OF NAME CHANGE: 20070530 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: P OPPENHEIMER INVESTMENT PARTNERSHIP L P CENTRAL INDEX KEY: 0000858049 IRS NUMBER: 133450444 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 119 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124897527 MAIL ADDRESS: STREET 1: 119 WEST 57TH STREET STREET 2: SUITE 1515 CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 npbp_13ga1.htm SC 13Ga1 npbp_13ga1.htm

UNITED STATES
SECURITY AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

North Penn Bancorp, Inc.

(Name of Issuer)

Common Stock, Par Value $0.10 Per Share

(Title of Class of Securities)

661454207

(CUSIP Number)

June 9, 2011

(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)

[X] 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.

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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.







CUSIP No. 661454207

1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF REPORTING PERSONS (ENTITIES ONLY):
  • P. Oppenheimer Investment Partnership L.P. - 13-3450444
  • Oppenheimer-Spence Financial Services Partnership L.P. - 13-3747447
  • Oppenheimer-Close International, Ltd.
  • Oppvest, LLC - 13-3896312
  • Oppvest II, LLC - 13-4153181
  • Philip V. Oppenheimer
  • Carl K. Oppenheimer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  • (a) [  ]
  • (b) [  ]
3 SEC USE ONLY:
4 CITIZENSHIP OR PLACE OF ORGANIZATION:
  • P. Oppenheimer Investment Partnership L.P. - Delaware
  • Oppenheimer-Spence Financial Services Partnership L.P. - Delaware
  • Oppenheimer-Close International, Ltd. - Bermuda
  • Oppvest, LLC - Delaware
  • Oppvest II, LLC - Delaware
  • Philip V. Oppenheimer - U.S. Citizen
  • Carl K. Oppenheimer - U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
  • P. Oppenheimer Investment Partnership L.P. - 0
  • Oppenheimer-Spence Financial Services Partnership L.P. - 0
  • Oppenheimer-Close International, Ltd. - 0
  • Oppvest, LLC* - 0
  • Oppvest II, LLC* - 0
  • Philip V. Oppenheimer* - 0
  • Carl K. Oppenheimer* - 0

*Oppvest, LLC (“Oppvest”), in its capacity as General Partner of P. Oppenheimer Investment Partnership L.P. (“P. Oppenheimer”) and Oppenheimer-Spence Financial Services Partnership L.P. (“Oppenheimer-Spence”), may be deemed an indirect beneficial owner of 0 shares of the Issuer, which includes 0 shares held by P. Oppenheimer and 0 shares held by Oppenheimer-Spence. Oppvest II, LLC (“Oppvest II”), in its capacity as investment advisor of Oppenheimer-Close International, Ltd. (“Oppenheimer International”), may be deemed an indirect beneficial owner of 0 shares of the Issuer, which includes 0 shares held by Oppenheimer International. Mr. Philip Oppenheimer and Mr. Carl Oppenheimer, in their capacities as managing members of Oppvest and Oppvest II, may be deemed indirect beneficial holders of 0 shares of the Issuer, which include 0 shares held by P. Oppenheimer, 0 shares held by Oppenheimer-Spence and 0 shares held by Oppenheimer International. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Act”), Oppvest, Oppvest II, Mr. Philip Oppenheimer and Mr. Carl Oppenheimer hereby declare that the filing of this Schedule 13G shall not be construed as an admission that Oppvest, Oppvest II, Mr. Philip Oppenheimer or Mr. Carl Oppenheimer is, for the purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13G.
6 SHARED VOTING POWER

0
7 SOLE DISPOSITIVE POWER
  • P. Oppenheimer Investment Partnership L.P. - 0
  • Oppenheimer-Spence Financial Services Partnership L.P. - 0
  • Oppenheimer-Close International, Ltd. - 0
  • Oppvest, LLC* - 0
  • Oppvest II, LLC* - 0
  • Philip V. Oppenheimer* - 0
  • Carl K. Oppenheimer* - 0

*Oppvest, LLC (“Oppvest”), in its capacity as General Partner of P. Oppenheimer Investment Partnership L.P. (“P. Oppenheimer”) and Oppenheimer-Spence Financial Services Partnership L.P. (“Oppenheimer-Spence”), may be deemed an indirect beneficial owner of 0 shares of the Issuer, which includes 0 shares held by P. Oppenheimer and 0 shares held by Oppenheimer-Spence. Oppvest II, LLC (“Oppvest II”), in its capacity as investment advisor of Oppenheimer-Close International, Ltd. (“Oppenheimer International”), may be deemed an indirect beneficial owner of 0 shares of the Issuer, which includes 0 shares held by Oppenheimer International. Mr. Philip Oppenheimer and Mr. Carl Oppenheimer, in their capacities as managing members of Oppvest and Oppvest II, may be deemed indirect beneficial holders of 0 shares of the Issuer, which include 0 shares held by P. Oppenheimer, 0 shares held by Oppenheimer-Spence and 0 shares held by Oppenheimer International. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Act”), Oppvest, Oppvest II, Mr. Philip Oppenheimer and Mr. Carl Oppenheimer hereby declare that the filing of this Schedule 13G shall not be construed as an admission that Oppvest, Oppvest II, Mr. Philip Oppenheimer or Mr. Carl Oppenheimer is, for the purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13G.
8 SHARED DISPOSITIVE POWER

0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
  • P. Oppenheimer Investment Partnership L.P. - 0
  • Oppenheimer-Spence Financial Services Partnership L.P. - 0
  • Oppenheimer-Close International, Ltd. - 0
  • Oppvest, LLC* - 0
  • Oppvest II, LLC* - 0
  • Philip V. Oppenheimer* - 0
  • Carl K. Oppenheimer* - 0

*Oppvest, LLC (“Oppvest”), in its capacity as General Partner of P. Oppenheimer Investment Partnership L.P. (“P. Oppenheimer”) and Oppenheimer-Spence Financial Services Partnership L.P. (“Oppenheimer-Spence”), may be deemed an indirect beneficial owner of 0 shares of the Issuer, which includes 0 shares held by P. Oppenheimer and 0 shares held by Oppenheimer-Spence. Oppvest II, LLC (“Oppvest II”), in its capacity as investment advisor of Oppenheimer-Close International, Ltd. (“Oppenheimer International”), may be deemed an indirect beneficial owner of 0 shares of the Issuer, which includes 0 shares held by Oppenheimer International. Mr. Philip Oppenheimer and Mr. Carl Oppenheimer, in their capacities as managing members of Oppvest and Oppvest II, may be deemed indirect beneficial holders of 0 shares of the Issuer, which include 0 shares held by P. Oppenheimer, 0 shares held by Oppenheimer-Spence and 0 shares held by Oppenheimer International. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Act”), Oppvest, Oppvest II, Mr. Philip Oppenheimer and Mr. Carl Oppenheimer hereby declare that the filing of this Schedule 13G shall not be construed as an admission that Oppvest, Oppvest II, Mr. Philip Oppenheimer or Mr. Carl Oppenheimer is, for the purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13G.
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

[  ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
  • P. Oppenheimer Investment Partnership L.P. - 0%
  • Oppenheimer-Spence Financial Services Partnership L.P. - 0%
  • Oppenheimer-Close International, Ltd. - 0%
  • Oppvest, LLC* - 0%
  • Oppvest II, LLC* - 0%
  • Philip V. Oppenheimer* - 0%
  • Carl K. Oppenheimer* - 0%

*Oppvest, LLC (“Oppvest”), in its capacity as General Partner of P. Oppenheimer Investment Partnership L.P. (“P. Oppenheimer”) and Oppenheimer-Spence Financial Services Partnership L.P. (“Oppenheimer-Spence”), may be deemed an indirect beneficial owner of 0% of the Issuer’s Common Stock, which includes 0% owned by P. Oppenheimer and 0% owned by Oppenheimer-Spence. Oppvest II, LLC (“Oppvest II”), in its capacity as investment advisor of Oppenheimer-Close International, Ltd. (“Oppenheimer International”), may be deemed an indirect beneficial owner of 0% of the Issuer’s Common Stock, which includes 0% owned by Oppenheimer International. Mr. Philip Oppenheimer and Mr. Carl Oppenheimer, in their capacities as managing members of Oppvest and Oppvest II, may be deemed indirect beneficial holders of 0% of the Issuer’s Common Stock, which include 0% owned by P. Oppenheimer, 0% owned by Oppenheimer-Spence and 0% owned by Oppenheimer International. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Act”), Oppvest, Oppvest II, Mr. Philip Oppenheimer and Mr. Carl Oppenheimer hereby declare that the filing of this Schedule 13G shall not be construed as an admission that Oppvest, Oppvest II, Mr. Philip Oppenheimer or Mr. Carl Oppenheimer is, for the purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule13G.
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  • P. Oppenheimer Investment Partnership L.P. - PN
  • Oppenheimer-Spence Financial Services Partnership L.P. - PN
  • Oppenheimer-Close International, Ltd. - FI
  • Oppvest, LLC - OO (Limited Liability Company)
  • Oppvest II, LLC - OO (Limited Liability Company)
  • Philip V. Oppenheimer - IN
  • Carl K. Oppenheimer - IN

SCHEDULE 13G

Item 1(a)
Name of Issuer.
North Penn Bancorp, Inc.
Item 1(b)
Address of Issuer’s Principal Executive Offices.
North Penn Bancorp, Inc.
216 Adams Avenue
Scranton, PA 18503
Item 2(a)
Name of Person Filing.
  • P. Oppenheimer Investment Partnership L.P.
  • Oppenheimer-Spence Financial Services Partnership L.P.
  • Oppenheimer-Close International, Ltd.
  • Oppvest, LLC
  • Oppvest II, LLC
  • Philip V. Oppenheimer
  • Carl K. Oppenheimer
Item 2(b)
Address of Principal Business Office or, if none, Residence.

119 West 57th Street, Suite 1515
New York, NY 10019
Item 2(c)
Citizenship.
  • P. Oppenheimer Investment Partnership L.P., Oppenheimer-Spence Financial Services Partnership L.P., Oppvest, LLC and Oppvest II, LLC are all organized under Delaware law.
  • Oppenheimer-Close International, Ltd. is organized under Bermuda law.
  • Mr. Philip V. Oppenheimer and Mr. Carl K. Oppenheimer are both U.S. citizens.
Item 2(d)
Title of Class of Securities.

Common Stock, Par Value $0.10 Per Share
Item 2(e)
CUSIP Number.

661454207
Item 3
This statement is not filed pursuant to Rules 13d-1(b), 13d-2(b) or 13d-2(c).
Item 4
(a)
Ownership.
  • P. Oppenheimer Investment Partnership L.P. - 0
  • Oppenheimer-Spence Financial Services Partnership L.P. - 0
  • Oppenheimer-Close International, Ltd. - 0
  • Oppvest, LLC* - 0
  • Oppvest II, LLC* - 0
  • Philip V. Oppenheimer* - 0
  • Carl K. Oppenheimer* - 0

*Oppvest, LLC (“Oppvest”), in its capacity as General Partner of P. Oppenheimer Investment Partnership L.P. (“P. Oppenheimer”) and Oppenheimer-Spence Financial Services Partnership L.P. (“Oppenheimer-Spence”), may be deemed an indirect beneficial owner of 0 shares of the Issuer, which includes 0 shares held by P. Oppenheimer and 0 shares held by Oppenheimer-Spence. Oppvest II, LLC (“Oppvest II”), in its capacity as investment advisor of Oppenheimer-Close International, Ltd. (“Oppenheimer International”), may be deemed an indirect beneficial owner of 0 shares of the Issuer, which includes 0 shares held by Oppenheimer International. Mr. Philip Oppenheimer and Mr. Carl Oppenheimer, in their capacities as managing members of Oppvest and Oppvest II, may be deemed indirect beneficial holders of 0 shares of the Issuer, which include 0 shares held by P. Oppenheimer, 0 shares held by Oppenheimer-Spence and 0 shares held by Oppenheimer International. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Act”), Oppvest, Oppvest II, Mr. Philip Oppenheimer and Mr. Carl Oppenheimer hereby declare that the filing of this Schedule 13G shall not be construed as an admission that Oppvest, Oppvest II, Mr. Philip Oppenheimer or Mr. Carl Oppenheimer is, for the purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13G.

(b)
Percent of Class:
  • P. Oppenheimer Investment Partnership L.P. - 0%
  • Oppenheimer-Spence Financial Services Partnership L.P. - 0%
  • Oppenheimer-Close International, Ltd. - 0%
  • Oppvest, LLC* - 0%
  • Oppvest II, LLC* - 0%
  • Philip V. Oppenheimer* - 0%
  • Carl K. Oppenheimer* - 0%

*Oppvest, LLC (“Oppvest”), in its capacity as General Partner of P. Oppenheimer Investment Partnership L.P. (“P. Oppenheimer”) and Oppenheimer-Spence Financial Services Partnership L.P. (“Oppenheimer-Spence”), may be deemed an indirect beneficial owner of 0% of the Issuer’s Common Stock, which includes 0% owned by P. Oppenheimer and 0% owned by Oppenheimer-Spence. Oppvest II, LLC (“Oppvest II”), in its capacity as investment advisor of Oppenheimer-Close International, Ltd. (“Oppenheimer International”), may be deemed an indirect beneficial owner of 0% of the Issuer’s Common Stock, which includes 0% owned by Oppenheimer International. Mr. Philip Oppenheimer and Mr. Carl Oppenheimer, in their capacities as managing members of Oppvest and Oppvest II, may be deemed indirect beneficial holders of 0% of the Issuer’s Common Stock, which include 0% owned by P. Oppenheimer, 0% owned by Oppenheimer-Spence and 0% owned by Oppenheimer International. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Act”), Oppvest, Oppvest II, Mr. Philip Oppenheimer and Mr. Carl Oppenheimer hereby declare that the filing of this Schedule 13G shall not be construed as an admission that Oppvest, Oppvest II, Mr. Philip Oppenheimer or Mr. Carl Oppenheimer is, for the purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule13G.

(c)
Number of Shares as to which the person has:

(i) Sole power to vote or to direct the vote:

  • P. Oppenheimer Investment Partnership L.P. - 0
  • Oppenheimer-Spence Financial Services Partnership L.P. - 0
  • Oppenheimer-Close International, Ltd. - 0
  • Oppvest, LLC* - 0
  • Oppvest II, LLC* - 0
  • Philip V. Oppenheimer* - 0
  • Carl K. Oppenheimer* - 0

*Oppvest, LLC (“Oppvest”), in its capacity as General Partner of P. Oppenheimer Investment Partnership L.P. (“P. Oppenheimer”) and Oppenheimer-Spence Financial Services Partnership L.P. (“Oppenheimer-Spence”), may be deemed an indirect beneficial owner of 0 shares of the Issuer, which includes 0 shares held by P. Oppenheimer and 0 shares held by Oppenheimer-Spence. Oppvest II, LLC (“Oppvest II”), in its capacity as investment advisor of Oppenheimer-Close International, Ltd. (“Oppenheimer International”), may be deemed an indirect beneficial owner of 0 shares of the Issuer, which includes 0 shares held by Oppenheimer International. Mr. Philip Oppenheimer and Mr. Carl Oppenheimer, in their capacities as managing members of Oppvest and Oppvest II, may be deemed indirect beneficial holders of 0 shares of the Issuer, which include 0 shares held by P. Oppenheimer, 0 shares held by Oppenheimer-Spence and 0 shares held by Oppenheimer International. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Act”), Oppvest, Oppvest II, Mr. Philip Oppenheimer and Mr. Carl Oppenheimer hereby declare that the filing of this Schedule 13G shall not be construed as an admission that Oppvest, Oppvest II, Mr. Philip Oppenheimer or Mr. Carl Oppenheimer is, for the purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13G.

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of:

  • P. Oppenheimer Investment Partnership L.P. - 0
  • Oppenheimer-Spence Financial Services Partnership L.P. - 0
  • Oppenheimer-Close International, Ltd. - 0
  • Oppvest, LLC* - 0
  • Oppvest II, LLC* - 0
  • Philip V. Oppenheimer* - 0
  • Carl K. Oppenheimer* - 0

*Oppvest, LLC (“Oppvest”), in its capacity as General Partner of P. Oppenheimer Investment Partnership L.P. (“P. Oppenheimer”) and Oppenheimer-Spence Financial Services Partnership L.P. (“Oppenheimer-Spence”), may be deemed an indirect beneficial owner of 0 shares of the Issuer, which includes 0 shares held by P. Oppenheimer and 0 shares held by Oppenheimer-Spence. Oppvest II, LLC (“Oppvest II”), in its capacity as investment advisor of Oppenheimer-Close International, Ltd. (“Oppenheimer International”), may be deemed an indirect beneficial owner of 0 shares of the Issuer, which includes 0 shares held by Oppenheimer International. Mr. Philip Oppenheimer and Mr. Carl Oppenheimer, in their capacities as managing members of Oppvest and Oppvest II, may be deemed indirect beneficial holders of 0 shares of the Issuer, which include 0 shares held by P. Oppenheimer, 0 shares held by Oppenheimer-Spence and 0 shares held by Oppenheimer International. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Act”), Oppvest, Oppvest II, Mr. Philip Oppenheimer and Mr. Carl Oppenheimer hereby declare that the filing of this Schedule 13G shall not be construed as an admission that Oppvest, Oppvest II, Mr. Philip Oppenheimer or Mr. Carl Oppenheimer is, for the purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13G.

(iv) Shared power to dispose or to direct the disposition of: 0

Item 5
Ownership of Five Percent or Less of a Class.
This statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owners of more than 5 percent of the class of securities.
Item 6
Ownership of More Than Five Percent on Behalf of Another Person.
Not applicable.
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported On By the Parent Holding Company or Control Person.
Not applicable.
Item 8
Identification and Classification of Members of the Group.
Not applicable.
Item 9
Notice of Dissolution of Group.
Not applicable.
Item 10
Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

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.

P. OPPENHEIMER INVESTMENT PARTNERSHIP L.P.
Date: June 1, 2011

By:     Carl K. Oppenheimer, Managing Member of Oppvest, LLC, the General Partner

By:
/s/ Carl K. Oppenheimer
Name: Carl K. Oppenheimer
Oppvest, LLC
119 West 57th Street, Suite 1515
New York, NY 10019

OPPENHEIMER-SPENCE FINANCIAL SERVICES PARTNERSHIP L.P.
Date: June 1, 2011

By:     Carl K. Oppenheimer, Managing Member of Oppvest, LLC, the General Partner

By:
/s/ Carl K. Oppenheimer
Name: Carl K. Oppenheimer
Oppvest, LLC
119 West 57th Street, Suite 1515
New York, NY 10019

OPPENHEIMER-CLOSE INTERNATIONAL, LTD.
Date: June 1, 2011

By:     Carl K. Oppenheimer, Managing Member of Oppvest II, LLC, the Investment Advisor

By:
/s/ Carl K. Oppenheimer
Name: Carl K. Oppenheimer
Oppvest, LLC
119 West 57th Street, Suite 1515
New York, NY 10019

OPPVEST, LLC
Date: June 1, 2011

By:     Carl K. Oppenheimer, Managing Member

By:
/s/ Carl K. Oppenheimer
Name: Carl K. Oppenheimer
Oppvest, LLC
119 West 57th Street, Suite 1515
New York, NY 10019

OPPVEST II, LLC
Date: June 1, 2011

By:     Carl K. Oppenheimer, Managing Member

By:
/s/ Carl K. Oppenheimer
Name: Carl K. Oppenheimer
Oppvest, LLC
119 West 57th Street, Suite 1515
New York, NY 10019

PHILIP V. OPPENHEIMER
Date: June 1, 2011

By:     Philip V. Oppenheimer

By:
/s/ Philip V. Oppenheimer
Name: Carl K. Oppenheimer
Oppvest, LLC
119 West 57th Street, Suite 1515
New York, NY 10019

CARL K. OPPENHEIMER
Date: June 1, 2011

By:     Carl K. Oppenheimer

By:
/s/ Carl K. Oppenheimer
Name: Carl K. Oppenheimer
Oppvest, LLC
119 West 57th Street, Suite 1515
New York, NY 10019