Applied Micro Circuits Corporation
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(Name of Issuer)
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Common Stock, $0.01 par value per share
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(Title of Class of Securities)
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03822W406
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(CUSIP Number)
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Christopher Zepf
c/o Kingdom Ridge Capital, LLC
81 Main Street, Suite 209
White Plains, New York 10601
Telephone Number: 914-517-8650
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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January 26, 2017
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(Date of Event Which Requires Filing of this Statement)
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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 ss.240.13d-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box [X].
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* 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.
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CUSIP No.
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03822W406
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Kingdom Ridge Capital, 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)
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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
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
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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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0
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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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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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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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0%
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14.
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TYPE OF REPORTING PERSON
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IA, OO
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CUSIP No.
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03822W406
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Christopher Zepf
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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
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AF, PF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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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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0
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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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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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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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0%
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14.
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TYPE OF REPORTING PERSON
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IN, HC
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CUSIP No.
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03822W406
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Kingdom Ridge Capital Master Fund, Ltd.
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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
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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 ITEMS 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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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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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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0
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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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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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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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0%
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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03822W406
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Item 1.
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Security and Issuer.
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The name of the issuer is Applied Micro Circuits Corporation, a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive offices is 215 Moffett Park Drive, Sunnyvale, California 94089. This Schedule 13D relates to the Issuer's Common Stock, $0.01 par value per share (the "Shares").
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Item 2.
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Identity and Background.
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(a), (f)
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The persons filing this statement are Kingdom Ridge Capital, LLC, a Delaware limited liability company ("Kingdom Ridge Capital"), Kingdom Ridge Capital Master Fund, Ltd., a corporation organized under the laws of the Cayman Islands (the "Kingdom Ridge Capital Master Fund"), and Christopher Zepf, a citizen of the United States of America ("Mr. Zepf" and, together with Kingdom Ridge Capital and Kingdom Ridge Capital Master Fund, the "Reporting Persons").
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(b)
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The principal business address of Kingdom Ridge Capital and Mr. Zepf is 81 Main Street, Suite 209, White Plains, New York 10601. The principal business address of Kingdom Ridge Capital Master Fund is Gardenia Court, Suite 3307, 45 Market Street, Camana Bay, P.O. Box 896, Grand Cayman KY1-1103.
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(c)
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Mr. Zepf is the Managing Principal of Kingdom Ridge Capital, an investment adviser that serves as the investment manager of the Kingdom Ridge Capital Master Fund, a private investment vehicle.
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(d)
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None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Not applicable.
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Item 4.
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Purpose of Transaction.
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The Reporting Persons tendered their shares in an exchange offer pursuant to an Agreement and Plan of Merger and Reorganization. | ||
Item 5.
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Interest in Securities of the Issuer.
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(a) - (d)
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As of the date hereof, Kingdom Ridge Capital may be deemed to be the beneficial owner of 0 Shares, constituting 0% of the Shares, based upon 0 Shares outstanding as of the date hereof. Kingdom Ridge Capital has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 0 Shares. Kingdom Ridge Capital has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 0 Shares. All of the Shares beneficially owned by Kingdom Ridge Capital were acquired in open market transactions.
As of the date hereof, the Kingdom Ridge Capital Master Fund may be deemed to be the beneficial owner of 0 Shares, constituting 0% of the Shares, based upon 0 Shares outstanding as of the date hereof. The Kingdom Ridge Capital Master Fund has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 0 Shares. The Kingdom Ridge Capital Master Fund has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 0 Shares. All of the Shares beneficially owned by the Kingdom Ridge Capital Master Fund were acquired in open market transactions.
As of the date hereof, Mr. Zepf may be deemed to be the beneficial owner of 0 Shares, constituting 0% of the Shares, based upon 0 Shares outstanding as of the date hereof. Mr. Zepf has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 0 Shares. Mr. Zepf has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 0 Shares. All of the Shares beneficially owned by Mr. Zepf were acquired in open market transactions.
The transactions in the Shares by the Reporting Persons during the past sixty days are set forth in Exhibit B.
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(e)
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N/A
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Not applicable.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit A: Joint Filing Agreement
Exhibit B: Schedule of Transactions in the Shares by the Reporting Persons
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January 31, 2017
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(Date)
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Kingdom Ridge Capital, LLC*
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By: /s/ Christopher Zepf
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Name: Christopher Zepf
Title: Managing Principal
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Kingdom Ridge Capital Master Fund, Ltd.
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By: /s/ Christopher Zepf
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Name: Christopher Zepf
Title: Director
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Christopher Zepf *
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/s/ Christopher Zepf
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January 31, 2017
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(Date)
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Kingdom Ridge Capital, LLC
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By: /s/ Christopher Zepf
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Name: Christopher Zepf
Title: Managing Principal
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Kingdom Ridge Capital Master Fund, Ltd.
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By: /s/ Christopher Zepf
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Name: Christopher Zepf
Title: Director
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Christopher Zepf
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/s/ Christopher Zepf
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Date of Transaction
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Title of Class
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Number of Shares Acquired
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Number of Shares Disposed
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Price Per Share
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1/26/17
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Common Stock
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N/A
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7,913,000
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(1)
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Date of Transaction
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Title of Class
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Number of Shares Acquired
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Number of Shares Disposed
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Price Per Share
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1/26/17
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Common Stock
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N/A
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112,764
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(1)
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1/26/17
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Common Stock
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N/A
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11,856
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(2)
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1/26/17
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Common Stock
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N/A
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25,014
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(3)
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