CUSIP No. 449686 500
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1
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NAMES OF REPORTING PERSONS
JPMorgan Chase & Co.
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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13-2624438
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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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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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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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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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7,948,089 (1)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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7,948,089 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,948,089 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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32.24% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, CO
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(1)
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Consists of shares of the Issuer’s common stock issuable upon conversion of 5,595,148 shares of Series B-2 Cumulative Convertible Preferred Stock and 2,352,941 shares of Series B-3 Cumulative Convertible Preferred Stock held by JPMorgan Chase Funding Inc. Excludes 600,000 shares of Issuer’s common stock issuable upon exercise of a warrant issued to JPMorgan Chase Funding Inc. on February 9, 2018, which warrant by its terms may not be exercised prior to February 9, 2021.
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(2)
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The percentage reflected is based on (i) 16,704,243 outstanding common shares (including Issuer’s Common Stock, Class B-1 Common Stock, Class B-2 Common Stock, Class B-3 Common Stock, Class B-4 Common Stock and Class C Common Stock), as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, filed with the Securities and Exchange Commission on May 15, 2018, plus (ii) 5,595,148 shares of Common Stock issuable upon conversion of the Series B-2 Cumulative Convertible Preferred Stock held by JPMorgan Chase Funding Inc., plus (iii) 2,352,941 shares of Common Stock issuable upon conversion of the Series B-3 Cumulative Convertible Preferred Stock held by JPMorgan Chase Funding Inc.
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CUSIP No. 449686 50
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1
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NAMES OF REPORTING PERSONS
JPMorgan Chase Funding Inc.
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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13-3471824
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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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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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||||
6
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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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7
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SOLE VOTING POWER
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|
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0
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|||
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||||
8
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SHARED VOTING POWER
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7,948,089 (1)
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9
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SOLE DISPOSITIVE POWER
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0
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||||
10
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SHARED DISPOSITIVE POWER
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7,948,089 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,948,089 (1)
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|||
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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32.24% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1)
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Consists of shares of the Issuer’s common stock issuable upon conversion of 5,595,148 shares of Series B-2 Cumulative Convertible Preferred Stock and 2,352,941 shares of Series B-3 Cumulative Convertible Preferred Stock held by JPMorgan Chase Funding Inc. Excludes 600,000 shares of Issuer’s common stock issuable upon exercise of a warrant issued to JPMorgan Chase Funding Inc. on February 9, 2018, which warrant by its terms may not be exercised prior to February 9, 2021.
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(2)
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The percentage reflected is based on (i) 16,704,243 outstanding common shares (including Issuer’s Common Stock, Class B-1 Common Stock, Class B-2 Common Stock, Class B-3 Common Stock, Class B-4 Common Stock and Class C Common Stock), as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, filed with the Securities and Exchange Commission on May 15, 2018, plus (ii) 5,595,148 shares of Common Stock issuable upon conversion of the Series B-2 Cumulative Convertible Preferred Stock held by JPMorgan Chase Funding Inc., plus (iii) 2,352,941 shares of Common Stock issuable upon conversion of the Series B-3 Cumulative Convertible Preferred Stock held by JPMorgan Chase Funding Inc.
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Exhibit No.
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Description
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1
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Certificate of Designation of Series A Senior Perpetual Preferred Stock (incorporated by reference to Exhibit 3.1 to IMH Financial Corporation’s Current Report on Form 8-K on June 4, 2018).
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2
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Series A Senior Perpetual Preferred Stock Subscription Agreement by and between IMH Financial Corporation and JPMorgan Chase Funding Inc. dated May 31, 2018 (incorporated by reference to Exhibit 10.1 to IMH Financial Corporation’s Current Report on Form 8-K on June 4, 2018).
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3
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Second Amended and Restated Investment Agreement by and among IMH Financial Corporation, JPMorgan Chase Funding Inc., JCP Realty Partners, LLC, and Juniper NVM, LLC dated May 31, 2018 (incorporated by reference to Exhibit 10.2 to IMH Financial Corporation’s Current Report on Form 8-K on June 4, 2018).
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JPMorgan Chase & Co.
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By:
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/s/ Michael T. Lees
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Name:
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Michael T. Lees
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Title:
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Executive Director
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JPMorgan Chase Funding Inc.
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By:
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/s/ Chad Parson
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Name:
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Chad Parson
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Title:
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Managing Director
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Name
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Present Principal Occupation
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Linda B. Bammann
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Director of JPMorgan Chase & Co. and Retired Deputy Head of Risk Management of JPMorgan Chase & Co.
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James A. Bell
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Director of JPMorgan Chase & Co. and Retired Executive Vice President of the Boeing Company
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Mellody Hobson
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Director of JPMorgan Chase & Co. and President of Ariel Investments, LLC
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Stephen B. Burke
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Director of JPMorgan Chase & Co. and Chief Executive Officer of NBCUniversal, LLC
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Todd A. Combs
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Director of JPMorgan Chase & Co. and Investment Officer of Berkshire Hathaway Inc.
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James S. Crown
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Director of JPMorgan Chase & Co. and President of Henry Crown and Company
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Timothy P. Flynn
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Director of JPMorgan Chase & Co. and Retired Chairman and Chief Executive Officer of KPMG
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Laban P Jackson, Jr.
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Director of JPMorgan Chase & Co. and Chairman and Chief Executive Officer of Clear Creek Properties, Inc.
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Michael A. Neal
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Director of JPMorgan Chase & Co. and Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer GE Capital
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Lee R. Raymond
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Director of JPMorgan Chase & Co. and Retired Chairman and Chief Executive Officer of Exxon Mobil Corporation
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William C. Weldon
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Director of JPMorgan Chase & Co. and Retired Chairman and CEO of Johnson & Johnson
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James Dimon
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Chairman of the Board and Chief Executive Officer
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Ashley Bacon
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Chief Risk Officer
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Robin Leopold
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Head of Human Resources
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Mary Callahan Erdoes
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Chief Executive Officer of Asset & Wealth Management
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Stacey Friedman
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General Counsel
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Marianne Lake
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Chief Financial Officer
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Douglas B. Petno
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Chief Executive Officer of Commercial Banking
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Daniel E. Pinto
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Co-President, Co-Chief Operating Officer and Chief Executive Officer of the Corporate & Investment Bank
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Gordon A. Smith
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Co-President, Co-Chief Operating Officer and Chief Executive Officer of Consumer & Community Banking
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Peter Scher
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Head of Corporate Responsibility
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Lori Beer
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Chief Information Officer
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Name
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Present Principal Occupation
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Patrick Dempsey
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Chairman, President and Director
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James M. Collins
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Chief Financial Officer
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Kathleen A Juhase
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Chief Legal Officer
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Abhishek Sachdev
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Director
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Marie A Nourie
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Director
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