0001209191-13-044959.txt : 20130919 0001209191-13-044959.hdr.sgml : 20130919 20130919194025 ACCESSION NUMBER: 0001209191-13-044959 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20130919 FILED AS OF DATE: 20130919 DATE AS OF CHANGE: 20130919 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BIND Therapeutics, Inc CENTRAL INDEX KEY: 0001385228 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 325 VASSAR STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6174913400 MAIL ADDRESS: STREET 1: 325 VASSAR STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 FORMER COMPANY: FORMER CONFORMED NAME: BIND Biosciences, Inc DATE OF NAME CHANGE: 20130130 FORMER COMPANY: FORMER CONFORMED NAME: BIND Biosciences Inc DATE OF NAME CHANGE: 20070105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Partners Special Founders' Fund V, L.P. CENTRAL INDEX KEY: 0001439586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36072 FILM NUMBER: 131106502 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Partners Entrepreneurs' Fund V, L.P. CENTRAL INDEX KEY: 0001439587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36072 FILM NUMBER: 131106504 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Partners Founders' Fund V, L.P. CENTRAL INDEX KEY: 0001439588 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36072 FILM NUMBER: 131106503 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Management Co. V, L.L.C. CENTRAL INDEX KEY: 0001439589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36072 FILM NUMBER: 131106505 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCGUIRE TERRANCE CENTRAL INDEX KEY: 0001117003 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36072 FILM NUMBER: 131106500 MAIL ADDRESS: STREET 1: C/O POLARIS VENTURE PARTNERS LP STREET 2: 1000 WINTER STREET, SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Partners V, L.P. CENTRAL INDEX KEY: 0001439590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36072 FILM NUMBER: 131106501 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flint Jonathan A CENTRAL INDEX KEY: 0001295676 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36072 FILM NUMBER: 131106499 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 3 1 c598392_3x3.xml MAIN DOCUMENT DESCRIPTION X0206 3 2013-09-19 0 0001385228 BIND Therapeutics, Inc BIND 0001439589 Polaris Venture Management Co. V, L.L.C. 1000 WINTER STREET, SUITE 3350 WALTHAM MA 02451 0 0 1 0 0001439587 Polaris Venture Partners Entrepreneurs' Fund V, L.P. 1000 WINTER STREET, SUITE 3350 WALTHAM MA 02451 0 0 1 0 0001439588 Polaris Venture Partners Founders' Fund V, L.P. 1000 WINTER STREET, SUITE 3350 WALTHAM MA 02451 0 0 1 0 0001439586 Polaris Venture Partners Special Founders' Fund V, L.P. 1000 WINTER STREET, SUITE 3350 WALTHAM MA 02451 0 0 1 0 0001439590 Polaris Venture Partners V, L.P. 1000 WINTER STREET, SUITE 3350 WALTHAM MA 02451 0 0 1 0 0001117003 MCGUIRE TERRANCE 1000 WINTER STREET, SUITE 3350 WALTHAM MA 02451 0 0 1 0 0001295676 Flint Jonathan A 1000 WINTER STREET, SUITE 3350 WALTHAM MA 02451 0 0 1 0 Series A Preferred Stock Common Stock 563725 I See footnotes Series B Preferred Stock Common Stock 725191 I See footnotes Series C Preferred Stock Common Stock 186175 I See footnotes Series C-1 Preferred Stock Common Stock 148919 I See footnotes Series D Preferred Stock Common Stock 368243 I See footnotes The convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date. Immediately prior to closing of the issuer's initial public offering, the preferred stock held by the reporting person will automatically convert into common stock on a 2.62 to 1 basis. Terrance G. McGuire and Jonathan A. Flint are the managing members of Polaris Venture Management Co. V, L.L.C. ("Polaris V"), which is the sole general partner of each of Polaris Venture Partners V, L.P. ("PVP V"), Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("Entrepreneurs' V"), Polaris Venture Partners Founders' Fund V, L.P. ("Founders' V") and Polaris Venture Partners Special Founders' Fund V, L.P. ("Special Founders' V") (collectively, the "Polaris Funds") and may be deemed to beneficially own the shares held by the Polaris Funds, but each of Mr. McGuire, Mr. Flint and Polaris V disclaim beneficial ownership of these securities and this report shall not be deemed an admission that it is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein. The Polaris Funds hold shares of Series A Preferred Stock ("Series A") convertible into 563,725 shares of common stock, which includes shares of Series A convertible into 543,957 shares of common stock held by PVP V, shares of Series A convertible into 10,601 shares of common stock held by Entrepreneurs' V, shares of Series A convertible into 3,726 shares of common stock held by Founders' V and shares of Series A convertible into 5,439 shares of common stock held by Special Founders' V. The Polaris Funds hold shares of Series B Preferred Stock ("Series B") convertible into 725,191 shares of common stock, which includes shares of Series B convertible into 699,761 shares of common stock held by PVP V, shares of Series B convertible into 13,638 shares of common stock held by Entrepreneurs' V, shares of Series B convertible into 4,793 shares of common stock held by Founders' V and shares of Series B convertible into 6,997 shares of common stock held by Special Founders' V. The Polaris Funds hold shares of Series C Preferred Stock ("Series C") convertible into 186,175 shares of common stock, which includes shares of Series C convertible into 179,647 shares of common stock held by PVP V, shares of Series C convertible into 3,501 shares of common stock held by Entrepreneurs' V, shares of Series C convertible into 1,230 shares of common stock held by Founders' V and shares of Series C convertible into 1,796 shares of common stock held by Special Founders' V. The Polaris Funds hold shares of Series C-1 Preferred Stock ("Series C-1") convertible into 148,919 shares of common stock, which includes shares of Series C-1 convertible into 143,697 shares of common stock held by PVP V, shares of Series C-1 convertible into 2,800 shares of common stock held by Entrepreneurs' V, shares of Series C-1 convertible into 984 shares of common stock held by Founders' V and shares of Series C-1 convertible into 1,437 shares of common stock held by Special Founders' V. The Polaris Funds hold shares of Series D Preferred Stock ("Series D") convertible into 368,243 shares of common stock, which includes shares of Series D convertible into 355,329 shares of common stock held by PVP V, shares of Series D convertible into 6,925 shares of common stock held by Entrepreneurs' V, shares of Series D convertible into 2,434 shares of common stock held by Founders' V and shares of Series D convertible into 3,554 shares of common stock held by Special Founders' V. Exhibit List: Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney Exhibit 24.3 - Power of Attorney /s/ Andrew Hirsch, attorney-in-fact for Polaris Venture Management Co. V, L.L.C. 2013-09-19 /s/ Andrew Hirsch, attorney-in-fact for Polaris Venture Partners Entrepreneurs' Fund V, L.P. 2013-09-19 /s/ Andrew Hirsch, attorney-in-fact for Polaris Venture Partners Founders' Fund V, L.P. 2013-09-19 /s/ Andrew Hirsch, attorney-in-fact for Polaris Venture Partners Special Founders' Fund V, L.P. 2013-09-19 /s/ Andrew Hirsch, attorney-in-fact for Polaris Venture Partners V, L.P. 2013-09-19 /s/ Andrew Hirsch, attorney-in-fact for Terrance G. McGuire 2013-09-19 /s/ Andrew Hirsch, attorney-in-fact for Jonathan A. Flint 2013-09-19 EX-24 2 c598392_24x1.htm POWER OF ATTORNEY Exhibit 24 

                               POWER OF ATTORNEY

       Know all by these presents, that the undersigned hereby constitutes and
appoints each of (i) the Chief Executive Officer of BIND Therapeutics, Inc.
(the "Company"), who is currently Scott Minick, (ii) the Company's Chief
Financial Officer, who is currently Andrew Hirsch and (iii) the Company's
Controller, who is currently Kristin Rydzewski, and their respective successors,
signing singly, the undersigned's true and lawful attorney-in-fact to:

       (1) prepare, execute in the undersigned's name and on the undersigned's
       behalf, and submit to the U.S. Securities and Exchange Commission (the
       "SEC") a Form ID, including amendments thereto, and any other documents
       necessary or appropriate to obtain codes and passwords enabling the
       undersigned to make electronic filings with the SEC of reports required
       by Section 16(a) of the Securities Exchange Act of 1934 or any rule or
       regulation of the SEC;

       (2) execute for and on behalf of the undersigned, in the undersigned's
       capacity as an officer and/or director of the Company, and/or 10% holder
       of the Company's capital stock, Forms 3, 4, and 5 and any amendments
       thereto in accordance with Section 16(a) of the Securities Exchange Act
       of 1934 and the rules thereunder;

       (3) do and perform any and all acts for and on behalf of the undersigned
       which may be necessary or desirable to complete and execute any such Form
       3, 4, or 5, complete and execute any amendment or amendments thereto, and
       timely file such form with the SEC and any stock exchange or similar
       authority; and

       (4) take any other action of any type whatsoever in connection with the
       foregoing which, in the opinion of such attorney-in-fact, may be of
       benefit to, in the best interest of, or legally required by, the
       undersigned, it being understood that the documents executed by such
       attorney-in-fact on behalf of the undersigned pursuant to this Power of
       Attorney shall be in such form and shall contain such terms and
       conditions as such attorney-in-fact may approve in such
       attorney-in-fact's discretion.

       The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

       The undersigned agrees that each such attorney-in-fact herein may rely
entirely on information furnished orally or in writing by the undersigned to
such attorney-in-fact. The undersigned also agrees to indemnify and hold
harmless the Company and each such attorney-in-fact against any losses, claims,
damages or liabilities (or actions in these respects) that arise out of or are
based upon any untrue statements or omission of necessary facts in the
information provided by the undersigned to such attorney-in-fact for purposes of
executing, acknowledging, delivering or filing Forms 3, 4 or 5 (including
amendments thereto) or Form ID and agrees to reimburse the Company and such
attorney-in-fact for any legal or other expenses reasonably incurred in
connection with investigating or defending against any such loss, claim, damage,
liability or action.

       This Power of Attorney supersedes any power of attorney previously
executed by the undersigned regarding the purposes outlined in the first
paragraph hereof ("Prior Powers of Attorney"), and the authority of the
attorneys-in-fact named in any Prior Powers of Attorney is hereby revoked.

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 18th day of September, 2013.

                                   POLARIS VENTURE PARTNERS V, L.P.

                                   By: POLARIS VENTURE MANAGEMENT CO.
                                       V, L.L.C., its General Partner

                                       By: /s/ John Gannon
                                           -------------------
                                       Name: John Gannon
                                       Title: Attorney-in-fact

                                   POLARIS VENTURE PARTNERS
                                   ENTREPRENEURS' FUND V, L.P.

                                   By: POLARIS VENTURE MANAGEMENT CO.
                                       V, L.L.C., its General Partner

                                       By:  /s/ John Gannon
                                            ------------------
                                       Name: John Gannon
                                       Title: Attorney-in-fact

                                   POLARIS VENTURE PARTNERS FOUNDERS'
                                   FUND V, L.P.

                                   By: POLARIS VENTURE MANAGEMENT CO.
                                       V, L.L.C., its General Partner

                                       By:  /s/ John Gannon
                                            ------------------
                                       Name: John Gannon
                                       Title: Attorney-in-fact

                                   POLARIS VENTURE PARTNERS SPECIAL
                                   FOUNDERS' FUND V, L.P.

                                   By: POLARIS VENTURE MANAGEMENT CO.
                                       V, L.L.C., its General Partner

                                       By: /s/ John Gannon
                                           -------------------
                                       Name: John Gannon
                                       Title: Attorney-in-fact

                                   POLARIS VENTURE MANAGEMENT CO.
                                   V, L.L.C.

                                       By: /s/ John Gannon
                                           -------------------
                                       Name: John Gannon
                                       Title: Attorney-in-fact
EX-24 3 c598392_24x2.htm POWER OF ATTORNEY Exhibit 24.2 




                              POWER OF ATTORNEY

       Know all by these presents, that the undersigned hereby constitutes and
appoints each of (i) the Chief Executive Officer of BIND Therapeutics, Inc.
(the "Company"), who is currently Scott Minick, (ii) the Company's Chief
Financial Officer, who is currently Andrew Hirsch and (iii) the Company's
Controller, who is currently Kristin Rydzewski, and their respective successors,
 signing singly, the undersigned's true and lawful attorney-in-fact to:

        (1)     prepare, execute in the undersigned's name and on the
        undersigned's behalf, and submit to the U.S. Securities and Exchange
        Commission (the "SEC") a Form ID, including amendments thereto, and any
        other documents necessary or appropriate to obtain codes and passwords
        enabling the undersigned to make electronic filings with the SEC of
        reports required by Section 16(a) of the Securities Exchange Act of 1934
         or any rule or regulation of the SEC;

        (2)     execute for and on behalf of the undersigned, in the
        undersigned's capacity as an officer and/or director of the Company,
        and/or 10% holder of the Company's capital stock, Forms 3, 4, and 5 and
        any amendments thereto in accordance with Section 16(a) of the
        Securities Exchange Act of 1934 and the rules thereunder;

        (3)     do and perform any and all acts for and on behalf of the
        undersigned which may be necessary or desirable to complete and execute
         any such Form 3, 4, or 5, complete and execute any amendment or
        amendments thereto, and timely file such form with the SEC and any stock
         exchange or similar authority; and

        (4)     take any other action of any type whatsoever in connection
        with the foregoing which, in the opinion of such attorney-in-fact, may
        be of benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such attorney-in-
        fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
 and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

        The undersigned agrees that each such attorney-in-fact herein may rely
entirely on information furnished orally or in writing by the undersigned to
such attorney-in-fact.  The undersigned also agrees to indemnify and hold
harmless the Company and each such attorney-in-fact against any losses, claims,
 damages or liabilities (or actions in these respects) that arise out of or are
 based upon any untrue statements or omission of necessary facts in the
information provided by the undersigned to such attorney-in fact for purposes of
 executing, acknowledging, delivering or filing Forms 3, 4 or 5 (including
amendments thereto) or Form ID and agrees to reimburse the Company and such
attorney-in-fact for any legal or other expenses reasonably incurred in
connection with investigating or defending against any such loss, claim, damage,
 liability or action.

        This Power of Attorney supersedes any power of attorney previously
executed by the undersigned regarding the purposes outlined in the first
paragraph hereof ("Prior Powers of Attorney"), and the authority of the
attorneys-in-fact named in any Prior Powers of Attorney is hereby revoked.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
 unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
 be executed as of this 17th day of September, 2013.


Signature: /s/ Terrance G. McGuire
           -------------------------
Name:      Terrance G. McGuire
EX-24 4 c598392_24x3.htm POWER OF ATTORNEY Exhibit 24.3 




                               POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of (i) the Chief Executive Officer of BIND Therapeutics, Inc.
(the "Company"), who is currently Scott Minick, (ii) the Company's Chief
Financial Officer, who is currently Andrew Hirsch and (iii) the Company's
Controller, who is currently Kristin Rydzewski, and their respective successors,
 signing singly, the undersigned's true and lawful attorney-in-fact to:

        (1)        prepare, execute in the undersigned's name and on the
        undersigned's behalf, and submit to the U.S. Securities and Exchange
        Commission (the "SEC") a Form ID, including amendments thereto, and any
        other documents necessary or appropriate to obtain codes and passwords
        enabling the undersigned to make electronic filings with the SEC of
        reports required by Section 16(a) of the Securities Exchange Act of 1934
        or any rule or regulation of the SEC;

        (2)        execute for and on behalf of the undersigned, in the
        undersigned's capacity as an officer and/or director of the Company,
        and/or 10% holder of the Company's capital stock, Forms 3, 4, and 5 and
        any amendments thereto in accordance with Section 16(a) of the
        Securities Exchange Act of 1934 and the rules thereunder;

        (3)        do and perform any and all acts for and on behalf of the
        undersigned which may be necessary or desirable to complete and execute
        any such Form 3, 4, or 5, complete and execute any amendment or
        amendments thereto, and timely file such form with the SEC and any stock
        exchange or similar authority; and

        (4)        take any other action of any type whatsoever in connection
        with the foregoing which, in the opinion of such attorney-in-fact, may
        be of benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such
        attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

       The undersigned agrees that each such attorney-in-fact herein may rely
entirely on information furnished orally or in writing by the undersigned to
such attorney-in-fact.  The undersigned also agrees to indemnify and hold
harmless the Company and each such attorney-in-fact against any losses, claims,
 damages or liabilities (or actions in these respects) that arise out of or are
based upon any untrue statements or omission of necessary facts in the
information provided by the undersigned to such attorney-in fact for purposes of
 executing, acknowledging, delivering or filing Forms 3, 4 or 5 (including
amendments thereto) or Form ID and agrees to reimburse the Company and such
attorney-in-fact for any legal or other expenses reasonably incurred in
connection with investigating or defending against any such loss, claim, damage,
 liability or action.

        This Power of Attorney supersedes any power of attorney previously
executed by the undersigned regarding the purposes outlined in the first
paragraph hereof ("Prior Powers of Attorney"), and the authority of the
attorneys-in-fact named in any Prior Powers of Attorney is hereby revoked.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
 unless earlier revoked by the undersigned in a signed writing delivered to the
 foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
 be executed as of this 17th day of September, 2013.


Signature: /s/ Jonathan A. Flint
           ------------------------
Name:      Jonathan A. Flint