Bay Bancorp, Inc.
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(Name of Issuer)
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Common Stock, par value $1.00 per share
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(Title of Class of Securities)
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07203T106
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(CUSIP Number)
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June 26, 2014
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(Date of Event which Requires Filing of this Statement)
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1
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Names of Reporting Persons.
East Rock Capital, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
|
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0
|
|
6 Shared Voting Power
1,618,436 Shares (See Item 4 below)
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||
7 Sole Dispositive Power
0
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||
8 Shared Dispositive Power
1,618,436 Shares (See Item 4 below)
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||
9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,618,436 Shares (See Item 4 below)
|
|
10
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
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11
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Percent of Class Represented by Amount in Row (11)
15.0% (See Item 4 below)
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|
12
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Type of Reporting Person (See Instructions)
OO, IA (limited liability company)
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1
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Names of Reporting Persons.
East Rock Capital GP, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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||
(b) [ ]
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||
3
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SEC Use Only
|
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4
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
0
|
|
6 Shared Voting Power
1,618,436 Shares (See Item 4 below)
|
||
7 Sole Dispositive Power
0
|
||
8 Shared Dispositive Power
1,618,436 Shares (See Item 4 below)
|
||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,618,436 Shares (See Item 4 below)
|
|
10
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
11
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Percent of Class Represented by Amount in Row (11)
15.0% (See Item 4 below)
|
|
12
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Type of Reporting Person (See Instructions)
OO (limited liability company)
|
1
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Names of Reporting Persons.
EREF-MP Alpha, LLC
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|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a) [ ]
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||
(b) [ ]
|
||
3
|
SEC Use Only
|
|
4
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
0
|
|
6 Shared Voting Power
1,618,436 Shares (See Item 4 below)
|
||
7 Sole Dispositive Power
0
|
||
8 Shared Dispositive Power
1,618,436 Shares (See Item 4 below)
|
||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,618,436 Shares (See Item 4 below)
|
|
10
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
11
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Percent of Class Represented by Amount in Row (11)
15.0% (See Item 4 below)
|
|
12
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Type of Reporting Person (See Instructions)
OO (limited liability company)
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1
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Names of Reporting Persons.
D Partners Management, LLC
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2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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||
(b) [ ]
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||
3
|
SEC Use Only
|
|
4
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
0
|
|
6 Shared Voting Power
1,618,436 Shares (See Item 4 below)
|
||
7 Sole Dispositive Power
0
|
||
8 Shared Dispositive Power
1,618,436 Shares (See Item 4 below)
|
||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,618,436 Shares (See Item 4 below)
|
|
10
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
11
|
Percent of Class Represented by Amount in Row (11)
15.0% (See Item 4 below)
|
|
12
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Type of Reporting Person (See Instructions)
OO (limited liability company)
|
1
|
Names of Reporting Persons.
Graham Duncan
|
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a) [ ]
|
||
(b) [ ]
|
||
3
|
SEC Use Only
|
|
4
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
0
|
|
6 Shared Voting Power
1,618,436 Shares (See Item 4 below)
|
||
7 Sole Dispositive Power
0
|
||
8 Shared Dispositive Power
1,618,436 Shares (See Item 4 below)
|
||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,618,436 Shares (See Item 4 below)
|
|
10
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
11
|
Percent of Class Represented by Amount in Row (11)
15.0% (See Item 4 below)
|
|
12
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Type of Reporting Person (See Instructions)
IN
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1
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Names of Reporting Persons.
Adam Shapiro
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2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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||
(b) [ ]
|
||
3
|
SEC Use Only
|
|
4
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
0
|
|
6 Shared Voting Power
1,618,436 Shares (See Item 4 below)
|
||
7 Sole Dispositive Power
0
|
||
8 Shared Dispositive Power
1,618,436 Shares (See Item 4 below)
|
||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,618,436 Shares (See Item 4 below)
|
|
10
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
11
|
Percent of Class Represented by Amount in Row (11)
15.0% (See Item 4 below)
|
|
12
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Type of Reporting Person (See Instructions)
IN
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Item 1.
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(a)
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Name of Issuer
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Bay Bancorp, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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2329 West Joppa Road, Suite 325, Lutherville, Maryland 21093
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Item 2.
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(a)
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Name of Person Filing
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East Rock Capital, LLC
East Rock Capital GP, LLC
EREF-MP Alpha, LLC
D Partners Management, LLC
Graham Duncan
Adam Shapiro
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(b)
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Address of Principal Business Office or, if none, Residence
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10 East 53rd Street, 31st Floor, New York, New York 10022
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(c)
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Citizenship
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East Rock Capital, LLC - Delaware
East Rock Capital GP, LLC - Delaware
EREF-MP Alpha, LLC - Delaware
D Partners Management, LLC - Delaware
Graham Duncan - United States
Adam Shapiro - United States
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(d)
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Title of Class of Securities
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Common Stock, par value $1.00 per share
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(e)
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CUSIP Number
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07203T106
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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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[ ]
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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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[ ]
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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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[ ]
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Insurance Company as defined in Section 3(a)(19) of the Act
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(d)
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[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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[ ]
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings associations 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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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[ ]
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Item 4.
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Ownership***
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(a)
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Amount Beneficially Owned***
|
|
East Rock Capital, LLC
East Rock Capital GP, LLC
EREF-MP Alpha, LLC
D Partners Management, LLC
Graham Duncan
Adam Shapiro
|
1,618,436 Shares
1,618,436 Shares
1,618,436 Shares
1,618,436 Shares
1,618,436 Shares
1,618,436 Shares
|
(b)
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Percent of Class
|
|
East Rock Capital, LLC
East Rock Capital GP, LLC
EREF-MP Alpha, LLC
D Partners Management, LLC
Graham Duncan
Adam Shapiro
|
15.0%
15.0%
15.0%
15.0%
15.0%
15.0%
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(c)
|
Number of shares as to which such person has:
|
||
(i)
|
sole power to vote or to direct the vote
|
||
East Rock Capital, LLC
East Rock Capital GP, LLC
EREF-MP Alpha, LLC
D Partners Management, LLC
Graham Duncan
Adam Shapiro
|
0
0
0
0
0
0
|
||
(ii)
|
shared power to vote or to direct the vote
|
||
East Rock Capital, LLC
East Rock Capital GP, LLC
EREF-MP Alpha, LLC
D Partners Management, LLC
Graham Duncan
Adam Shapiro
|
1,618,436 Shares
1,618,436 Shares
1,618,436 Shares
1,618,436 Shares
1,618,436 Shares
1,618,436 Shares
|
||
(iii)
|
sole power to dispose or to direct the disposition of
|
||
East Rock Capital, LLC
East Rock Capital GP, LLC
EREF-MP Alpha, LLC
D Partners Management, LLC
Graham Duncan
Adam Shapiro
|
0
0
0
0
0
0
|
||
(iv)
|
shared power to dispose or to direct the disposition of
|
||
East Rock Capital, LLC
East Rock Capital GP, LLC
EREF-MP Alpha, LLC
D Partners Management, LLC
Graham Duncan
Adam Shapiro
|
1,618,436 Shares
1,618,436 Shares
1,618,436 Shares
1,618,436 Shares
1,618,436 Shares
1,618,436 Shares
|
Item 5.
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Ownership of Five Percent or Less of a Class
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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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Exhibits
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Exhibit
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99.1
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Joint Filing Agreement by and among the Reporting Persons
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July 2, 2014
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EAST ROCK CAPITAL, LLC
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By: D Partners Management, LLC
|
|
its Managing Member
|
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By: /s/ Graham Duncan
|
|
Managing Member
|
|
EAST ROCK CAPITAL GP, LLC
|
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By: D Partners Management, LLC
|
|
its Managing Member
|
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By: /s/ Graham Duncan
|
|
Managing Member
|
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EREF-MP ALPHA, LLC
|
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By: East Rock Endowment Fund, L.P.
|
|
its Managing Member
|
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By: East Rock Capital GP, LLC
|
|
its General Partner
|
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By: D Partners Management, LLC
|
|
its Managing Member
|
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By: /s/ Graham Duncan
|
|
Managing Member
|
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D PARTNERS MANAGEMENT, LLC
|
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By: /s/ Graham Duncan
|
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Managing Member
|
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GRAHAM DUNCAN
|
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By: /s/ Graham Duncan
|
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Graham Duncan, Individually
|
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ADAM SHAPIRO
|
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By: /s/ Adam Shapiro
|
|
Adam Shapiro, Individually
|
EAST ROCK CAPITAL, LLC
|
|
By: D Partners Management, LLC
|
|
its Managing Member
|
|
By: /s/ Graham Duncan
|
|
Managing Member
|
|
EAST ROCK CAPITAL GP, LLC
|
|
By: D Partners Management, LLC
|
|
its Managing Member
|
|
By: /s/ Graham Duncan
|
|
Managing Member
|
|
EREF-MP ALPHA, LLC
|
|
By: East Rock Endowment Fund, L.P.
|
|
its Managing Member
|
|
By: East Rock Capital GP, LLC
|
|
its General Partner
|
|
By: D Partners Management, LLC
|
|
its Managing Member
|
|
By: /s/ Graham Duncan
|
|
Managing Member
|
|
D PARTNERS MANAGEMENT, LLC
|
|
By: /s/ Graham Duncan
|
|
Managing Member
|
|
GRAHAM DUNCAN
|
|
By: /s/ Graham Duncan
|
|
Graham Duncan, Individually
|
|
ADAM SHAPIRO
|
|
By: /s/ Adam Shapiro
|
|
Adam Shapiro, Individually
|