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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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EdgePoint Investment Group Inc.
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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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||||
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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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OO
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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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Ontario, Canada
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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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2,456,062*
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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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2,456,062*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,456,062*
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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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*
12.95% (based on 18,704,857 outstanding shares of the Issuer as of May 7, 2018, plus 261,001 in underlying convertible securities which were beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended (the "Act")
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IV
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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EdgePoint Canadian Portfolio
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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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OO
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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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Ontario, Canada
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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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1,370,249*
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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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1,370,249*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,370,249*
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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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*
7.32% (based on 18,704,857 outstanding shares of the Issuer as of May 7, 2018, plus 19,926 in underlying convertible securities which are beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended (the "Act").
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IV
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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EdgePoint Canadian Growth and Income Portfolio
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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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||||
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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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OO
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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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Ontario, Canada
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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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|||
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||||
8
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SHARED VOTING POWER
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906,887
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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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906,887
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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906,887
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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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4.83% (based on 18,704,857 outstanding shares of the Issuer as of May 7, 2018, plus 62,147 in underlying convertible securities which are beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended (the "Act").
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IV
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|
|||
EdgePoint Global Growth and Income Portfolio
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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
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|
||
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|
|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
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|||
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|
||||
5
|
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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|
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Ontario, Canada
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|
|
|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
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|
||||
8
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SHARED VOTING POWER
|
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|
||
178,926*
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|||
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|
||||
9
|
SOLE DISPOSITIVE POWER
|
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||
0
|
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|
|||
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|
||||
10
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SHARED DISPOSITIVE POWER
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||
178,926*
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
||
178,926*
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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
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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*
<1% based on 18,704,857 outstanding shares of the Issuer as of May 7, 2018, plus 178,926 in underlying convertible securities which are beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended (the "Act").
|
|
|
|||
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|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IV
|
|
|
|||
|
|
(a) |
(i) EdgePoint Investment Group, Inc. ("EdgePoint")
(ii) EdgePoint Canada Portfolio ("ECP") (iii) EdgePoint Canadian Growth and Income Portfolio ("ECGIP")
(iv) EdgePoint Global Growth and Income Portfolio ("EGGIP")
(v) The executive officers and directors of EdgePoint as of June 26, 2018 are set forth on Schedule I attached hereto, with contains the following information with respect to each such person: name; business address; present business occupation or employment and the name and address of any corporation or other organization in which such employment is conducted; and citizenship.
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(b) |
Business address: 150 Bloor Street West, Suite 500, Toronto, Ontario M5S 2X9 Canada
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(c) |
Present occupation: Investment company
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(d) |
Criminal proceedings and convictions: There were no criminal proceedings during the last five years referred to in Item 2(d), in which EdgePoint, ECP, EGCIP or EGGIP, or the executive officers and directors listed on Schedule I, were convicted.
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(e) |
Civil proceedings and judgment, decree or order: There were no civil proceedings during the last five years referred to in Item 2(e), in which EdgePoint, ECP, EGCIP or EGGIP, or the executive officers and directors listed on Schedule I, were a party and were or are subject to a judgment, decree or final order.
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(f) |
Citizenship: Ontario, Canada
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By:
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/s/ Sayuri Childs |
Sayuri Childs, Chief Compliance Officer |
By:
|
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/s/ Sayuri Childs |
Sayuri Childs, Chief Compliance Officer |
By:
|
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/s/ Sayuri Childs |
Sayuri Childs, Chief Compliance Officer |
By:
|
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/s/ Sayuri Childs |
Sayuri Childs, Chief Compliance Officer |
Name
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Office(s) held
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Citizenship
|
Patrick Farmer
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Chair of the Board and Chief Operating Officer of EdgePoint
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Canadian
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Geoffrey MacDonald
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Chief Investment Officer and Co-Chief Executive Officer of EdgePoint
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Canadian
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Tye Bousada
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President and Co-Chief Executive Officer of EdgePoint
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Canadian
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Norman Tang
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Director of Finance of EdgePoint
|
Canadian
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Diane Rossi
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Director of Operations of EdgePoint
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Canadian
|
Sayuri Childs
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Chief Compliance Officer of EdgePoint
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Canadian
|