SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No.__)*
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Apps Genius Corporation
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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03832A105
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(CUSIP Number)
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February 9, 2012
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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 13G is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 12 Pages)
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CUSIP No. 03832A105
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13G
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Page 2 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Kingsbrook Opportunities 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) ¨
(b) x
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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
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
- 0 -
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6
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SHARED VOTING POWER
1,613,362 shares of Common Stock
Warrants to purchase up to 1,904,762 shares of Common Stock (See Item 4)*
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
1,613,362 shares of Common Stock
Warrants to purchase up to 1,904,762 shares of Common Stock (See Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,613,362 shares of Common Stock
Warrants to purchase up to 1,904,762 shares of Common Stock (See Item 4)*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9% (See Item 4)*
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 03832A105
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13G
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Page 3 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Kingsbrook Opportunities GP 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) ¨
(b) x
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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
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
1,613,362 shares of Common Stock
Warrants to purchase up to 1,904,762 shares of Common Stock (See Item 4)*
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
1,613,362 shares of Common Stock
Warrants to purchase up to 1,904,762 shares of Common Stock (See Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,613,362 shares of Common Stock
Warrants to purchase up to 1,904,762 shares of Common Stock (See Item 4)*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9% (See Item 4)*
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 03832A105
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13G
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Page 4 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Kingsbrook Partners 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) ¨
(b) x
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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
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
1,613,362 shares of Common Stock
Warrants to purchase up to 1,904,762 shares of Common Stock (See Item 4)*
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
1,613,362 shares of Common Stock
Warrants to purchase up to 1,904,762 shares of Common Stock (See Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,613,362 shares of Common Stock
Warrants to purchase up to 1,904,762 shares of Common Stock (See Item 4)*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9% (See Item 4)*
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 03832A105
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13G
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Page 5 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Ari Storch
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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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
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
- 0 -
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6
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SHARED VOTING POWER
1,613,362 shares of Common Stock
Warrants to purchase up to 1,904,762 shares of Common Stock (See Item 4)*
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
1,613,362 shares of Common Stock
Warrants to purchase up to 1,904,762 shares of Common Stock (See Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,613,362 shares of Common Stock
Warrants to purchase up to 1,904,762 shares of Common Stock (See Item 4)*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9% (See Item 4)*
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 03832A105
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13G
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Page 6 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Adam J. Chill
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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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
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
- 0 -
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6
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SHARED VOTING POWER
1,613,362 shares of Common Stock
Warrants to purchase up to 1,904,762 shares of Common Stock (See Item 4)*
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
1,613,362 shares of Common Stock
Warrants to purchase up to 1,904,762 shares of Common Stock (See Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,613,362 shares of Common Stock
Warrants to purchase up to 1,904,762 shares of Common Stock (See Item 4)*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9% (See Item 4)*
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 03832A105
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13G
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Page 7 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Scott Wallace
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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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
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
- 0 -
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||||
6
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SHARED VOTING POWER
1,613,362 shares of Common Stock
Warrants to purchase up to 1,904,762 shares of Common Stock (See Item 4)*
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
1,613,362 shares of Common Stock
Warrants to purchase up to 1,904,762 shares of Common Stock (See Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,613,362 shares of Common Stock
Warrants to purchase up to 1,904,762 shares of Common Stock (See Item 4)*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9% (See Item 4)*
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 03832A105
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13G
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Page 8 of 12 Pages
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Item 1 (a).
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NAME OF ISSUER.
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The name of the issuer is Apps Genius Corporation (the "Company").
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Item 1(b).
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
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The Company's principal executive offices are located at 157 Broad Street, Suite 109-C, Red Bank, NJ 07701.
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Item 2 (a).
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NAME OF PERSON FILING:
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This statement is filed by:
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(i)
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Kingsbrook Opportunities Master Fund LP, a Cayman Islands limited partnership (the "Kingsbrook Fund"), with respect to the Common Stock (as defined below) directly held by it;
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(ii)
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Kingsbrook Opportunities GP LLC, a Delaware limited liability company (the "General Partner"), which serves as the general partner of the Kingsbrook Fund, with respect to the Common Stock directly held by the Kingsbrook Fund;
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(iii)
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Kingsbrook Partners LP, a Delaware limited partnership (the "Investment Manager"), which serves as the investment manager to the Kingsbrook Fund, with respect to the Common Stock directly held by the Kingsbrook Fund;
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(iv)
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Mr. Ari Storch ("Mr. Storch"), who serves as senior managing member to the General Partner and KB GP LLC, the general partner of the Investment Manager, with respect to the Common Stock directly held by the Kingsbrook Fund;
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(v)
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Mr. Adam J. Chill ("Mr. Chill"), who serves as managing member to the General Partner and KB GP LLC, the general partner of the Investment Manager, with respect to the Common Stock directly held by the Kingsbrook Fund; and
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(iii)
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Mr. Scott Wallace ("Mr. Wallace"), who serves as managing member to the General Partner and KB GP LLC, the general partner of the Investment Manager, with respect to the Common Stock directly held by the Kingsbrook Fund.
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The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
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The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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The address of the business office of each of the Reporting Persons is c/o Kingsbrook Partners LP, 590 Madison Avenue, 27th Floor, New York, New York 10022.
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CUSIP No. 03832A105
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13G
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Page 9 of 12 Pages
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Item 2(c).
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CITIZENSHIP:
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The Kingsbrook Fund is a Cayman Islands limited partnership. The General Partner is a Delaware limited liability company. The Investment Manager is a Delaware limited partnership. Messrs. Storch, Chill and Wallace are each United States citizens.
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Item 2(d).
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TITLE OF CLASS OF SECURITIES:
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Common Stock, par value $0.001 per share, (the "Common Stock").
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Item 2(e).
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CUSIP NUMBER:
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03832A105
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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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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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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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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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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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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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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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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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Savings association 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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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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(j)
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Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ___________________________
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CUSIP No. 03832A105
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13G
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Page 10 of 12 Pages
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Item 4. | OWNERSHIP. | |
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
On the date of the event which required the filing of this Shcedule 13G, each of the Reporting Persons may have been deemed to be the beneficial owner 1,904,762 shares of Common Stock and the Kingsbrook Fund held Warrants to purchase 1,904,762 shares of Common Stock. However, pursuant to the terms of these Warrants, the Kingsbrook Fund was not able to exercise any of these Warrants unless the Reporting Persons would not beneficially own, immediately after any such exercise, more than 4.99% of the outstanding shares of Common Stock (the "Warrant Blocker Limit"). As of the date of the event which required the filing of this Schedule 13G, because of the Warrant Blocker Limit, the Reporting Persons did not beneficially own any shares of Common Stock underlying the Warrants. Subsequent to the date of the event which required the filing of this Schedule 13G, the Kingsbrook Fund ceased to beneficially own in excess of 5% of the Company's Common Stock. As of the date hereof, in addition to the reported shares of Common Stock, the Reporting Persons may be deemed to beneficially own a portion of the shares of Common Stock underlying the Warrants up to the Warrant Blocker Limit.
The Company's Prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) on February 10, 2012, indicates that the total number of outstanding shares of Common Stock upon completion of the offering made pursuant to such Prospectus is 36,221,400. The percentages used herein and in the rest of the Schedule 13G are based upon such number of shares of Common Stock outstanding and assumes the partial exercise of the Warrants reported herein up to the Warrant Blocker Limit.
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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: [X]
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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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CERTIFICATION.
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Each of the Reporting Persons hereby makes the following certification:
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By signing below, each Reporting Person certifies that, to the best of his or its 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.
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CUSIP No. 03832A105
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13G
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Page 11 of 12 Pages
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KINGSBROOK OPPORTUNITIES MASTER FUND LP
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By: Kingsbrook Opportunities GP LLC, its general partner
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/s/ Adam J. Chill
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Name: Adam J. Chill
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Title: Managing Member
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KINGSBROOK OPPORTUNITIES GP LLC
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/s/ Adam J. Chill
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Name: Adam J. Chill
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Title: Managing Member
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KINGSBROOK PARTNERS LP
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By: KB GP LLC, its general partner
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/s/ Adam J. Chill
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Name: Adam J. Chill
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Title: Managing Member
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/s/ Ari Storch
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Ari Storch
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/s/ Adam J. Chill
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Adam J. Chill
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/s/ Scott Wallace
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Scott Wallace
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CUSIP No. 03832A105
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13G
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Page 12 of 12 Pages
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KINGSBROOK OPPORTUNITIES MASTER FUND LP
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By: Kingsbrook Opportunities GP LLC, its general partner
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/s/ Adam J. Chill
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Name: Adam J. Chill
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Title: Managing Member
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KINGSBROOK OPPORTUNITIES GP LLC
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/s/ Adam J. Chill
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Name: Adam J. Chill
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Title: Managing Member
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KINGSBROOK PARTNERS LP
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By: KB GP LLC, its general partner
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/s/ Adam J. Chill
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Name: Adam J. Chill
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Title: Managing Member
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/s/ Ari Storch
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Ari Storch
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/s/ Adam J. Chill
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Adam J. Chill
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/s/ Scott Wallace
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Scott Wallace
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