CUSIP No. 87582Y108
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13G
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Page 2 of 13
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NORTH ATLANTIC SBIC IV, L.P.
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
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||
3
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SEC USE ONLY
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||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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||
NUMBER OF
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5
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SOLE VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
2,054,351
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
2,054,351
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,054,351
|
||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
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||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 87582Y108
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13G
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Page 3 of 13
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NORTH ATLANTIC VENTURE FUND III A LIMITED PARTNERSHIP
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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||
NUMBER OF
|
5
|
SOLE VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
2,054,351
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
2,054,351
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,054,351
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
|
||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 87582Y108
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13G
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Page 4 of 13
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NORTH ATLANTIC INVESTORS SBIC IV, L.L.C.
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF
|
5
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SOLE VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
2,054,351
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
2,054,351
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,054,351
|
||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
|
||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 87582Y108
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13G
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Page 5 of 13
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NORTH ATLANTIC INVESTORS III, L.L.C.
|
||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF
|
5
|
SOLE VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
2,054,351
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
2,054,351
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,054,351
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
|
||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 87582Y108
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13G
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Page 6 of 13
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MARK J. MORRISSETTE
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
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||
3
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SEC USE ONLY
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||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF
|
5
|
SOLE VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
2,054,351
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
2,054,351
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,054,351
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
|
||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 87582Y108
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13G
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Page 7 of 13
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DAVID M. COIT
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
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||
3
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SEC USE ONLY
|
||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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||
NUMBER OF
|
5
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SOLE VOTING POWER
36,910
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
2,054,351
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
36,910
|
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
2,054,351
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,091,261
|
||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%
|
||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 87582Y108
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13G
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Page 8 of 13
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Item 1(a).
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Name of Issuer: Tangoe, Inc. (the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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Item 2(a).
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Names of Persons Filing: North Atlantic SBIC IV, L.P. (“NASBIC IV”) and North Atlantic Venture Fund III A Limited Partnership (“NASBIC III”) (collectively, the “Funds”); North Atlantic Investors SBIC IV, L.L.C. (“NASBIC IV GP”), which is the sole general partner of NASBIC IV; North Atlantic Investors III, L.L.C. (“NASBIC III GP” and, together with NASBIC IV GP, the “General Partners”), which is the sole general partner of NASBIC III; and Mark J. Morrissette (“Morrissette”) and
David M. Coit (“Coit” and, together with Morrissette, the “Managing Directors”), who are the managing directors of each General Partner. The persons named in this paragraph are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”
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Item 2(b).
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Address of Principal Business Office or, if none, Residence: The address of the principal business office of each of the Reporting Persons is Two City Center, 5th Floor, Portland, ME, 04101.
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Item 2(c).
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Citizenship: The Funds are limited partnerships organized under the laws of the State of Delaware. The General Partners are limited liability companies organized under the laws of the State of Delaware. The Managing Directors are United States citizens.
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Item 2(d).
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Title of Class of Securities: Common Stock, $0.0001 par value (“Common Stock”).
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Item 2(e).
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CUSIP Number: 87582Y108.
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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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Item 4.
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Ownership.
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(a)
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Amount Beneficially Owned: NASBIC IV is the record owner of 1,151,065 shares of Common Stock as of December 31, 2011 (the “NASBIC IV Shares”). As the sole general partner of NASBIC IV, NASBIC IV GP may be deemed to own beneficially the NASBIC IV Shares. As the individual managing directors of NASBIC IV GP, the sole general partner of NASBIC IV, each of the Managing Directors may also be deemed to own beneficially NASBIC IV Shares.
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CUSIP No. 87582Y108
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13G
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Page 9 of 13
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(b)
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Percent of Class: See Line 11 of the cover sheets. The percentages set forth on the cover sheets for each Reporting Person other than Coit are calculated based on 32,963,002 shares of Common Stock reported to be outstanding by the Issuer in Form 10-Q as filed with the Securities and Exchange Commission on November 14, 2011, for the period ending September 30, 2011 (the “Reported Shares”). Coit’s percentage is calculated based on 32,999,912 shares, which includes the Reported Shares and the Option Shares.
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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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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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CUSIP No. 87582Y108
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13G
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Page 10 of 13
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Item 8.
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Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
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Certification.
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CUSIP No. 87582Y108
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13G
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Page 11 of 13
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By:
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North Atlantic Investors SBIC IV, L.L.C.
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General Partner
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By: *
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By:
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North Atlantic Investors III, L.L.C.
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General Partner
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By: *
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*
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*
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CUSIP No. 87582Y108
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13G
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Page 12 of 13
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By:
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North Atlantic Investors SBIC IV, L.L.C.
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General Partner
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By: *
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By:
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North Atlantic Investors III, L.L.C.
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General Partner
|
By: *
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By: *
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*
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*
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CUSIP No. 87582Y108
|
13G
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Page 13 of 13
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