SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
[Rule 13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§240.13d-2(a)
(Amendment No. 16)*
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QUESTCOR PHARMACEUTICALS, INC.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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74835Y101
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(CUSIP Number)
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Gregg A. Noel, Esq.
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Skadden, Arps, Slate, Meagher & Flom LLP
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300 South Grand Avenue, Suite 3400
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Los Angeles, CA 90071
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(213) 687-5000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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March 15, 2010
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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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-(1)(g), check the following box ¨.
*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.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 74835Y101
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13D
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Page 2 of 13 Pages
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1
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NAMES OF REPORTING PERSONS
Paolo Cavazza
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) T
(b) o
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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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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
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c
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
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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
0
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8
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SHARED VOTING POWER
3,930,000
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
3,930,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,930,000
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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)
6.34%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 74835Y101
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13D
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Page 3 of 13 Pages
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1
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NAMES OF REPORTING PERSONS
Aptafin S.p.A.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) T
(b) o
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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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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
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c
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
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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
0
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8
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SHARED VOTING POWER
3,930,000
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
3,930,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,930,000
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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)
6.34%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 74835Y101
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13D
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Page 4 of 13 Pages
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1
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NAMES OF REPORTING PERSONS
Chaumiere - Consultadoria & Servicos SDC Unipessoal LDA
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) T
(b) o
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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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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
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c
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
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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
0
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||
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8
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SHARED VOTING POWER
3,930,000
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
3,930,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,930,000
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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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||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.34%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 74835Y101
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13D
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Page 5 of 13 Pages
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Amendment No. 16 to
Statement on Schedule 13D
This Amendment No. 16 (this “Amendment No. 16”) amends the Statement on Schedule 13D, filed with the Securities and Exchange Commission (the “SEC”) on August 7, 2001, as amended (the “Schedule 13D”), relating to the shares of common stock, no par value (the “Common Stock”), of Questcor Pharmaceuticals, Inc., a California Corporation (“Questcor”). Pursuant to Rule 13d-2 of Regulation 13D-G promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), this Amendment No. 16 is being filed on behalf of Mr. Paolo Cavazza (“Mr. P. Cavazza”), Aptafin S.p.A., an Italian corporation (“Aptafin”) and Chaumiere - Consultadoria & Servicos SDC Unipessoal LDA, a Portuguese
corporation (“Chaumiere” and, together with Mr. P. Cavazza and Aptafin, the “Reporting Persons”). Previously, the Reporting Persons affirmed membership in a “group” for purposes of Section 13(d) and 13(g) of the Act with Sigma Tau Finanziaria SpA, an Italian corporation (“Sigma Tau”), Defiante Farmaceutica L.D.A., a Portuguese corporation (“Defiante”) (formerly known as Defiante Farmaceutica Unipessoal L.D.A.), Sigma-Tau International S.A., a Luxembourg corporation (“Sigma Tau International”) (formerly known as Sigma-Tau Finance Holding S.A.), Inverlochy Consultadoria & Servicos L.D.A., a Portuguese corporation (“Inverlochy”) and Mr. Claudio Cavazza (“Mr. C. Cavazza” and, together with Sigma Tau, Defiante, Sigma Tau International and Inverlochy, the “Former Group Members”). Pursuant to Amendment No. 13 to the Schedule 13D, the Reporting Persons indicated that they are no long
er members of a “group” with the Former Group Members. As such, this Amendment No. 16 is filed solely with respect to the Reporting Persons’ beneficial ownership of Common Stock.
Item 5. Interest in Securities of the Issuer.
Item 5 subsections (a) – (c) of the Schedule 13D are hereby amended as follows:
(a) Percentage interest calculations for the Reporting Persons are based upon Questcor having 62,018,979 million shares of Common Stock outstanding as of March 3, 2010 (the “Outstanding Shares”), as reported by Questcor in Questcor’s Annual Report on Form 10-K filed with the SEC on March 16, 2010.
Mr. P. Cavazza
Pursuant to Rule 13d-3 of the Act, Mr. P. Cavazza may be deemed to be the beneficial owner of 3,930,000 shares of Common Stock, which constitutes approximately 6.34% of the Outstanding Shares.
Aptafin
Pursuant to Rule 13d-3 of the Act, Aptafin may be deemed to be the beneficial owner of 3,930,000 shares of Common Stock, which constitutes approximately 6.34% of the Outstanding Shares.
Chaumiere
Pursuant to Rule 13d-3 of the Act, Chaumiere may be deemed to be the beneficial owner of 3,930,000 shares of Common Stock, which constitutes approximately 6.34% of the Outstanding Shares.
(b) Mr. P. Cavazza
The number of shares of Common Stock as to which Mr. P. Cavazza has the sole power to vote or direct the vote is zero. The number of shares of Common Stock as to which Mr. P. Cavazza shares the power to vote or direct the vote is 3,930,000. The number of shares of Common Stock as to which Mr. P. Cavazza has the sole power to dispose or direct the disposition is zero. The number of shares of Common Stock as to which Mr. P. Cavazza shares the power to dispose or direct the disposition is 3,930,000.
Aptafin
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CUSIP No. 74835Y101
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13D
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Page 6 of 13 Pages
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The number of shares of Common Stock as to which Aptafin has the sole power to vote or direct the vote is zero. The number of shares of Common Stock as to which Aptafin shares the power to vote or direct the vote is 3,930,000. The number of shares of Common Stock as to which Aptafin has the sole power to dispose or direct the disposition is zero. The number of shares of Common Stock as to which Aptafin shares the power to dispose or direct the disposition is 3,930,000.
Chaumiere
The number of shares of Common Stock as to which Chaumiere has the sole power to vote or direct the vote is zero. The number of shares of Common Stock as to which Chaumiere shares the power to vote or direct the vote is 3,930,000. The number of shares of Common Stock as to which Chaumiere has the sole power to dispose or direct the disposition is zero. The number of shares of Common Stock as to which Chaumiere shares the power to dispose or direct the disposition is 3,930,000.
(c) The following table sets forth the transactions in the Common Stock effected by the Reporting Persons during the past 60 days:
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Date
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Party
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Type of Transaction
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Type of Security
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Number of Shares
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Price Per Share
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03/15/2010
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Chaumiere
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Open market sale
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Common Stock
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200
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$6.8200
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03/15/2010
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Chaumiere
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Open market sale
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Common Stock
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500
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$6.8150
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03/15/2010
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Chaumiere
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Open market sale
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Common Stock
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1,300
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$6.8100
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03/15/2010
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Chaumiere
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Open market sale
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Common Stock
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1,000
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$6.8050
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03/15/2010
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Chaumiere
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Open market sale
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Common Stock
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2,300
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$6.8000
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03/15/2010
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Chaumiere
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Open market sale
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Common Stock
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2,100
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$6.7900
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03/15/2010
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Chaumiere
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Open market sale
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Common Stock
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2,000
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$6.7850
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03/15/2010
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Chaumiere
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Open market sale
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Common Stock
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4,600
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$6.7800
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03/15/2010
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Chaumiere
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Open market sale
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Common Stock
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2,400
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$6.7750
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03/15/2010
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Chaumiere
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Open market sale
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Common Stock
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200
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$6.7730
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03/15/2010
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Chaumiere
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Open market sale
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Common Stock
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11,154
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$6.7700
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03/15/2010
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Chaumiere
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Open market sale
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Common Stock
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7,500
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$6.7650
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03/15/2010
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Chaumiere
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Open market sale
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Common Stock
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18,496
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$6.7600
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CUSIP No. 74835Y101
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13D
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Page 7 of 13 Pages
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03/15/2010
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Chaumiere
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Open market sale
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Common Stock
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400
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$6.7580
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03/15/2010
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Chaumiere
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Open market sale
|
Common Stock
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5,100
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$6.7550
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03/15/2010
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Chaumiere
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Open market sale
|
Common Stock
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10,750
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$6.7500
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03/11/2010
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Chaumiere
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Open market sale
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Common Stock
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1,200
|
$6.9650
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03/11/2010
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Chaumiere
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Open market sale
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Common Stock
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4,400
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$6.9600
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03/11/2010
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Chaumiere
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Open market sale
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Common Stock
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1,700
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$6.9550
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03/11/2010
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Chaumiere
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Open market sale
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Common Stock
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400
|
$6.9400
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03/11/2010
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Chaumiere
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Open market sale
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Common Stock
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1,600
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$6.9350
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03/11/2010
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Chaumiere
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Open market sale
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Common Stock
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400
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$6.9300
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03/11/2010
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Chaumiere
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Open market sale
|
Common Stock
|
400
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$6.9250
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03/11/2010
|
Chaumiere
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Open market sale
|
Common Stock
|
100
|
$6.9150
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03/11/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
100
|
$6.9100
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03/11/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
300
|
$6.9050
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03/11/2010
|
Chaumiere
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Open market sale
|
Common Stock
|
100
|
$6.9000
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03/11/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
300
|
$6.8950
|
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03/11/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
800
|
$6.8900
|
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03/11/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
400
|
$6.8850
|
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03/11/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
900
|
$6.8800
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CUSIP No. 74835Y101
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13D
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Page 8 of 13 Pages
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03/11/2010
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Chaumiere
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Open market sale
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Common Stock
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100
|
$6.8750
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03/11/2010
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Chaumiere
|
Open market sale
|
Common Stock
|
900
|
$6.8700
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03/11/2010
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Chaumiere
|
Open market sale
|
Common Stock
|
500
|
$6.8650
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03/11/2010
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Chaumiere
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Open market sale
|
Common Stock
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3,070
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$6.8600
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03/11/2010
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Chaumiere
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Open market sale
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Common Stock
|
100
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$6.8550
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03/11/2010
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Chaumiere
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Open market sale
|
Common Stock
|
200
|
$6.8510
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03/11/2010
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Chaumiere
|
Open market sale
|
Common Stock
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1,330
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$6.8500
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03/11/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
1,500
|
$6.8450
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03/11/2010
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Chaumiere
|
Open market sale
|
Common Stock
|
100
|
$6.8425
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03/11/2010
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Chaumiere
|
Open market sale
|
Common Stock
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1,200
|
$6.8400
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03/11/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
400
|
$6.8350
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03/11/2010
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Chaumiere
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Open market sale
|
Common Stock
|
1,944
|
$6.8300
|
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03/11/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
500
|
$6.8250
|
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03/11/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
2,200
|
$6.8200
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03/11/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
1,100
|
$6.8100
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03/11/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
10,000
|
$6.8000
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03/11/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
6,300
|
$6.7950
|
|
03/11/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
4,801
|
$6.7900
|
|
03/11/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
1,500
|
$6.7850
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|
CUSIP No. 74835Y101
|
13D
|
Page 9 of 13 Pages
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03/11/2010
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Chaumiere
|
Open market sale
|
Common Stock
|
6,000
|
$6.7800
|
|
03/11/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
4,000
|
$6.7750
|
|
03/11/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
5,600
|
$6.7700
|
|
03/08/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
30,000
|
$6.7500
|
|
03/08/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
27,226
|
$6.5000
|
|
03/05/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
22,774
|
$6.5000
|
|
03/03/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
25,000
|
$6.0000
|
|
03/03/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
25,000
|
$5.7500
|
|
03/02/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
1,500
|
$5.6500
|
|
03/02/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
100
|
$5.6425
|
|
03/02/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
8,200
|
$5.6400
|
|
03/02/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
4,400
|
$5.6300
|
|
03/02/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
3,300
|
$5.6200
|
|
03/02/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
1,500
|
$5.6100
|
|
03/02/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
4,500
|
$5.6000
|
|
03/02/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
1,500
|
$5.5900
|
|
03/02/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
25,000
|
$5.5000
|
|
03/02/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
25,000
|
$5.2500
|
|
02/25/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
25,000
|
$4.7500
|
|
CUSIP No. 74835Y101
|
13D
|
Page 10 of 13 Pages
|
|
02/01/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
25,000
|
$4.5000
|
|
01/15/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
100
|
$5.0150
|
|
01/15/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
3,940
|
$5.0100
|
|
01/15/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
20,960
|
$5.0000
|
|
01/14/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
21,500
|
$5.0000
|
|
01/14/2010
|
Chaumiere
|
Open market sale
|
Common Stock
|
3,500
|
$5.0100
|
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended to add the following:
EXHIBIT 28 – Joint Filing Agreement dated December 21, 2006 by and between the Reporting Persons and the Former Group Members (incorporated by reference to Exhibit 7 to the Schedule 13D).
EXHIBIT 29 – Power of Attorney dated February 29, 2008 by Paolo Cavazza (incorporated by reference to Exhibit 1 of Form 4, filed with the SEC on June 9, 2008, relating to the shares of Common Stock).
EXHIBIT 30 – Power of Attorney dated February 29, 2008 by Chaumiere – Consultadoria & Servicos SDC Unipessoal LDA (incorporated by reference to Exhibit 2 of Form 4, filed with the SEC on June 9, 2008, relating to the shares of Common Stock).
EXHIBIT 31 – Power of Attorney dated July 14, 2008 by Aptafin S.p.A. (incorporated by reference to Exhibit 1 of Form 4, filed with the SEC on July 18, 2008, relating to the shares of Common Stock).
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CUSIP No. 74835Y101
|
13D
|
Page 11 of 13 Pages
|
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to Paolo Cavazza is true, complete and correct.
Dated: March 16, 2010
|
PAOLO CAVAZZA
|
||
|
By:
|
/s/ Fabio Poma
|
|
|
Fabio Poma, Attorney-in-fact for Paolo Cavazza
|
||
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to Aptafin S.p.A. is true, complete and correct.
Dated: March 16, 2010
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APTAFIN S.P.A.
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By:
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/s/ Fabio Poma
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Fabio Poma, Attorney-in-fact for Aptafin S.p.A.
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to Chaumiere - Consultadoria & Servicos SDC Unipessoal LDA is true, complete and correct.
Dated: March 16, 2010
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CHAUMIERE - CONSULTADORIA & SERVICOS SDC UNIPESSOAL LDA
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By:
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/s/ Fabio Poma
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Fabio Poma, Attorney-in-fact for Chaumiere - Consultadoria & Servicos SDC Unipessoal LDA
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The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name of any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
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CUSIP No. 74835Y101
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13D
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Page 12 of 13 Pages
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Schedule A
EXECUTIVE OFFICERS AND DIRECTORS
Aptafin S.p.A.
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NAME
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ADDRESS
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TITLE
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CITIZENSHIP
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Cristina Cavazza
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Viale Shakespeare, 47
00144 Rome Italy
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President
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Italian
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Maurizio Terenzi
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via Sudafrica,20,
00144 Rome Italy-
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Managing Director
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Italian
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Antonio Nicolai
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via Sudafrica,20,
00144 Rome Italy-
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Director
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Italian
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Emanuela Cavazza
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Viale Shakespeare 47
00144 Rome Italy-
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Director
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Italian
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CUSIP No. 74835Y101
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13D
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Page 13 of 13 Pages
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Schedule A
EXECUTIVE OFFICERS AND DIRECTORS
Chaumiere - Consultadoria & Servicos SDC Unipessoal LDA
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NAME
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ADDRESS
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TITLE
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CITIZENSHIP
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Roberto Carlos de
Castro Abreu
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Avenida da República, 32, 4.º Esquerdo, 1050-193 Lisboa, Portugal
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Director
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Portuguese
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João Josè de Freitas
Rodrigues
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Avenida da República, 32, 4.º Esquerdo, 1050-193 Lisboa, Portugal
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Director
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Portuguese
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