*
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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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1
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NAMES OF REPORTING PERSONS
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Jack W. Schuler
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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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PF
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|||
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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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United States
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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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3,122,111
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8
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SHARED VOTING POWER
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1,105,263
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9
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SOLE DISPOSITIVE POWER
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3,122,111
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10
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SHARED DISPOSITIVE POWER
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1,105,263
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,292,374
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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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10.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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1
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NAMES OF REPORTING PERSONS
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Jack W. Schuler Living Trust
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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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(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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PF
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|||
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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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Illinois
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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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3,101,149
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8
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SHARED VOTING POWER
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☐
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||||
9
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SOLE DISPOSITIVE POWER
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3,101,149
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||||
10
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SHARED DISPOSITIVE POWER
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☐ |
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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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3,101,149
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|||
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||||
12
|
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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7.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
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Renate Schuler
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
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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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PF
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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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United States
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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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65,000
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||||
8
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SHARED VOTING POWER
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1,105,263
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||||
9
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SOLE DISPOSITIVE POWER
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65,000
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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1,105,263 |
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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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1,170,263
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|
||||
12
|
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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2.9%
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|||
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||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
IN
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|||
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1
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NAMES OF REPORTING PERSONS
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|||
Schuler Family Foundation
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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
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
PF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Illinois
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
1,105,263
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
☐ |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
1,105,263
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
☐ |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,105,263
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
☐ |
|
|
|||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
2.8%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
Item 5. |
Interest in Securities of the Issuer
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(a)
|
Aggregate amount beneficially owned
|
(b)
|
Individual amounts beneficially owned
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for Jack W. Schuler:
|
||
(i)
|
Sole power to vote or to direct the vote:
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3,122,111*
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(ii)
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Shared power to vote or direct the vote:
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1,105,263†
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(iii)
|
Sole power to dispose or to direct the disposition of:
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3,122,111*
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(iv)
|
Shared power to dispose of to direct the disposition of:
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1,105,263†
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* | This total includes 3,101,149 shares owned by the Jack W. Schuler Living Trust in which Mr. Schuler is the sole trustee 15,897 shares issuable pursuant to vested RSUs and 5,065 options exercisable within 60 days of May 17, 2019. Mr. Schuler does not currently possess voting or investment power over the 15,897 shares issuable pursuant to vested RSUs because, while the RSUs are vested, the shares are not currently issuable. See Item 5. | |
† | Mr. Schuler shares the voting and dispositive power in respect of the 1,105,263 shares owned by the Schuler Family Foundation, of which Mr. Schuler is one of three directors. The other two directors are Mr. Schuler’s wife, Renate Schuler, and their daughter, Tanya Schuler. |
for Jack W. Schuler Living Trust
|
|||
(i)
|
Sole power to vote or to direct the vote:
|
3,101,149
|
|
(ii)
|
Shared power to vote or direct the vote:
|
—
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
3,101,149
|
|
(iv)
|
Shared power to dispose of to direct the disposition of:
|
—
|
for Renate Schuler:
|
|||
(i)
|
Sole power to vote or to direct the vote:
|
65,000
|
|
(ii)
|
Shared power to vote or direct the vote:
|
1,105,263*
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
65,000
|
|
(iv)
|
Shared power to dispose of to direct the disposition of:
|
1,105,263*
|
|
* | Mrs. Schuler shares the voting and dispositive power in respect of the 1,105,263 shares owned by the Schuler Family Foundation, of which Mrs. Schuler is one of three directors. The other two directors are Mrs. Schuler’s husband, Jack W. Schuler, and their daughter, Tanya Schuler. |
for the Schuler Family Foundation:
|
|||
(i)
|
Sole power to vote or to direct the vote:
|
1,105,263
|
|
(ii)
|
Shared power to vote or direct the vote:
|
—
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
1,105,263
|
|
(iv)
|
Shared power to dispose of to direct the disposition of:
|
—
|
(c)
|
Recent transactions
|
Name
|
Date
|
Purchase (P) or
Sale (S)
|
Number
of Shares
|
Price Per Share
|
|||||||
Schuler Family Foundation
|
5/10/2019
|
P
|
40,271
|
$
|
60.26
|
||||||
5/13/2019
|
P
|
77,400
|
$
|
58.53
|
|||||||
Total
|
117,671
|
/S/ JACK W. SCHULER
|
|
Jack W. Schuler
|
|
Jack W. Schuler Living Trust
|
|
/S/ JACK W. SCHULER
|
|
Jack W. Schuler, Trustee
|
|
/S/ RENATE SCHULER
|
|
Renate Schuler
|
|
Schuler Family Foundation
|
|
/S/ JACK W. SCHULER
|
|
Jack W. Schuler, Director
|
|