ZELTIQ Aesthetics, Inc.
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Common Stock, $0.001 par value
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98933Q 108
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December 31, 2013
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CUSIP No. 98933Q 108
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1
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NAMES OF REPORTING PERSONS
Advanced Technology Ventures VII, L.P.
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|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨ (b) x (1)
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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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
|
SHARED VOTING POWER
3,876,221 shares of common stock (2)
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|||
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7
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SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
|
SHARED DISPOSITIVE POWER
3,876,221 shares of common stock (2)
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|||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,876,221 shares of common stock (2)
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|||||
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.6% (3)
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|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
(1)
|
This Schedule is filed by Advanced Technology Ventures VII, L.P., Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII(C), L.P., ATV Entrepreneurs VII, L.P., and ATV Associates VII, L.L.C. (collectively, the “ATV Entities”). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
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(2)
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Advanced Technology Ventures VII, L.P. directly holds 3,638,356 shares of common stock; Advanced Technology Ventures VII (B), L.P. directly holds 146,004 shares of common stock; Advanced Technology Ventures VII(C), L.P. directly holds 70,179 shares of common stock; ATV Entrepreneurs VII, L.P. directly holds 21,682 shares of common stock. ATV Associates VII, L.L.C. is the general partner of Advance Technology Ventures VII, L.P., Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII(C), L.P., and ATV Entrepreneurs VII, L.P. As described in Item 4 below, collectively, the ATV Entities beneficially own an aggregate of 3,876,221 shares of the Issuer’s common stock, and each has shared voting and dispositive power over such shares.
|
(3)
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This percentage is calculated based upon 36,420,623 shares of the Issuer’s common stock outstanding as of October 25, 2013, as set forth in the Issuer’s quarterly report filed on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2013.
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2 |
CUSIP No. 98933Q 108
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1
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NAMES OF REPORTING PERSONS
Advanced Technology Ventures VII (B), L.P.
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|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨ (b) x (1)
|
|||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
|
SHARED VOTING POWER
3,876,221 shares of common stock (2)
|
|||
|
7
|
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
|
SHARED DISPOSITIVE POWER
3,876,221 shares of common stock (2)
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,876,221 shares of common stock (2)
|
|||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.6% (3)
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
(1)
|
This Schedule is filed by Advanced Technology Ventures VII, L.P., Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII(C), L.P., ATV Entrepreneurs VII, L.P., and ATV Associates VII, L.L.C. (collectively, the “ATV Entities”). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
|
(2)
|
Advanced Technology Ventures VII, L.P. directly holds 3,638,356 shares of common stock; Advanced Technology Ventures VII (B), L.P. directly holds 146,004 shares of common stock; Advanced Technology Ventures VII(C), L.P. directly holds 70,179 shares of common stock; ATV Entrepreneurs VII, L.P. directly holds 21,682 shares of common stock. ATV Associates VII, L.L.C. is the general partner of Advance Technology Ventures VII, L.P., Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII(C), L.P., and ATV Entrepreneurs VII, L.P. As described in Item 4 below, collectively, the ATV Entities beneficially own an aggregate of 3,876,221 shares of the Issuer’s common stock, and each has shared voting and dispositive power over such shares.
|
(3)
|
This percentage is calculated based upon 36,420,623 shares of the Issuer’s common stock outstanding as of October 25, 2013, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2013.
|
3 |
CUSIP No. 98933Q 108
|
1
|
NAMES OF REPORTING PERSONS
Advanced Technology Ventures VII(C), L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨ (b) x (1)
|
|||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
|
SHARED VOTING POWER
3,876,221 shares of common stock (2)
|
|||
|
7
|
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
|
SHARED DISPOSITIVE POWER
3,876,221 shares of common stock (2)
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,876,221 shares of common stock (2)
|
|||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.6% (3)
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
(1)
|
This Schedule is filed by Advanced Technology Ventures VII, L.P., Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII(C), L.P., ATV Entrepreneurs VII, L.P., and ATV Associates VII, L.L.C. (collectively, the “ATV Entities”). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
|
(2)
|
Advanced Technology Ventures VII, L.P. directly holds 3,638,356shares of common stock; Advanced Technology Ventures VII (B), L.P. directly holds 146,004 shares of common stock; Advanced Technology Ventures VII(C), L.P. directly holds 70,179 shares of common stock; ATV Entrepreneurs VII, L.P. directly holds 21,682 shares of common stock. ATV Associates VII, L.L.C. is the general partner of Advance Technology Ventures VII, L.P., Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII(C), L.P., and ATV Entrepreneurs VII, L.P. As described in Item 4 below, collectively, the ATV Entities beneficially own an aggregate of 3,876,221 shares of the Issuer’s common stock, and each has shared voting and dispositive power over such shares.
|
(3)
|
This percentage is calculated based upon 36,420,623 shares of the Issuer’s common stock outstanding as of October 25, 2013, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2013.
|
4 |
CUSIP No. 98933Q 108
|
1
|
NAMES OF REPORTING PERSONS
ATV Entrepreneurs VII, L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨ (b) x (1)
|
|||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
|
SHARED VOTING POWER
3,876,221 shares of common stock (2)
|
|||
|
7
|
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
|
SHARED DISPOSITIVE POWER
3,876,221 shares of common stock (2)
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,876,221 shares of common stock (2)
|
|||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.6% (3)
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
(1)
|
This Schedule is filed by Advanced Technology Ventures VII, L.P., Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII (C), L.P., ATV Entrepreneurs VII, L.P., and ATV Associates VII, L.L.C. (collectively, the “ATV Entities”). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
|
(2)
|
Advanced Technology Ventures VII, L.P. directly holds 3,638,356 shares of common stock; Advanced Technology Ventures VII (B), L.P. directly holds 146,004 shares of common stock; Advanced Technology Ventures VII (C), L.P. directly holds 70,179 shares of common stock; ATV Entrepreneurs VII, L.P. directly holds 21,682 shares of common stock. ATV Associates VII, L.L.C. is the general partner of Advance Technology Ventures VII, L.P., Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII (C), L.P., and ATV Entrepreneurs VII, L.P. As described in Item 4 below, collectively, the ATV Entities beneficially own an aggregate of 3,876,221 shares of the Issuer’s common stock, and each has shared voting and dispositive power over such shares.
|
(3)
|
This percentage is calculated based upon 36,420,623 shares of the Issuer’s common stock outstanding as of October 25, 2013, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2013.
|
5 |
CUSIP No. 98933Q 108
|
1
|
NAMES OF REPORTING PERSONS
ATV Associates VII, L.L.C.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨ (b) x (1)
|
|||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
|
SHARED VOTING POWER
3,876,221 shares of common stock (2)
|
|||
|
7
|
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
|
SHARED DISPOSITIVE POWER
3,876,221 shares of common stock (2)
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,876,221 shares of common stock (2)
|
|||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
|||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.6% (3)
|
|||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
(1)
|
This Schedule is filed by Advanced Technology Ventures VII, L.P., Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII (C), L.P., ATV Entrepreneurs VII, L.P., and ATV Associates VII, L.L.C. (collectively, the “ATV Entities”). The ATV Entities expressly disclaim status as a “group” for purposes of this Schedule 13G/A.
|
(2)
|
Advanced Technology Ventures VII, L.P. directly holds 3,638,356 shares of common stock; Advanced Technology Ventures VII (B), L.P. directly holds 146,004 shares of common stock; Advanced Technology Ventures VII (C), L.P. directly holds 70,179 shares of common stock; ATV Entrepreneurs VII, L.P. directly holds 21,682 shares of common stock. ATV Associates VII, L.L.C. is the general partner of Advance Technology Ventures VII, L.P., Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII (C), L.P., and ATV Entrepreneurs VII, L.P. As described in Item 4 below, collectively, the ATV Entities beneficially own an aggregate of 3,876,221 shares of the Issuer’s common stock, and each has shared voting and dispositive power over such shares.
|
(3)
|
This percentage is calculated based upon 36,420,623 shares of the Issuer’s common stock outstanding as of October 25, 2013, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2013.
|
6 |
Item 1.
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(a)
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Name of Issuer:
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ZELTIQ Aesthetics, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices:
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4698 Willow Road, Suite 100, Pleasanton, California 94588
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Item 2.
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(a)
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Name of Person Filing:
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This Schedule 13G is being filed jointly by Advanced Technology Ventures VII, L.P., Advanced Technology
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Ventures VII (B), L.P., Advanced Technology Ventures VII(C), L.P., ATV Entrepreneurs VII, L.P., and ATV
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|||
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Associates VII, L.L.C. (collectively, the “ATV Entities”)
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(b)
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Address of Principal Business Office or, if none, Residence:
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The address of the principal business office of each of the ATV Entities is:
|
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500 Boylston Street, Suite 1380, Boston, Massachusetts 02116
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(c)
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Citizenship:
|
|||
|
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Each of the ATV Entities is a Delaware limited partnership or limited liability company
|
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(d)
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Title of Class of Securities:
|
|||
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Common Stock, $0.001 par value
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(e)
|
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CUSIP:
|
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|
98933Q 108
|
Item 3.
|
|
If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
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7 |
Item 4.
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Ownership
|
ATV Entity
|
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Shares Held
Directly
|
|
Sole Voting
Power
|
|
Shared
Voting
Power
|
|
Sole
Dispositive
Power
|
|
Shared
Dispositive
Power
|
|
Beneficial
Ownership
|
|
Percentage
of Class (2)
|
||||||||||||||
Advanced Technology Ventures VII, L.P.
|
|
3,638,356
|
|
|
0
|
|
|
3,876,221
|
|
|
0
|
|
|
3,876,221
|
|
|
3,876,221
|
|
|
10.6
|
%
|
|||||||
Advanced Technology Ventures VII (B), L.P.
|
|
146,004
|
|
|
0
|
|
|
3,876,221
|
|
|
0
|
|
|
3,876,221
|
|
|
3,876,221
|
|
|
10.6
|
%
|
|||||||
Advanced Technology Ventures VII(C), L.P.
|
|
70,179
|
|
|
0
|
|
|
3,876,221
|
|
|
0
|
|
|
3,876,221
|
|
|
3,876,221
|
|
|
10.6
|
%
|
|||||||
ATV Entrepreneurs VII, L.P.
|
|
21,682
|
|
|
0
|
|
|
3,876,221
|
|
|
0
|
|
|
3,876,221
|
|
|
3,876,221
|
|
|
10.6
|
%
|
|||||||
ATV Associates VII, L.L.C. (1)
|
|
0
|
|
|
0
|
|
|
3,876,221
|
|
|
0
|
|
|
3,876,221
|
|
|
3,876,221
|
|
|
10.6
|
%
|
(1)
|
ATV Associates VII, L.L.C. owns no securities of the Issuer directly. ATV Associates VII, L.L.C is the general partner of Advanced Technology Ventures VII, L.P., Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII(C), L.P., and ATV Entrepreneurs VII, L.P.
|
(2)
|
This percentage is calculated based upon 36,420,623 shares of the Issuer’s common stock outstanding as of October 25, 2013, as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 31, 2013.
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
|
Item 8.
|
Identification and Classification of Members of the Group
|
Item 9.
|
Notice of Dissolution of Group
|
Item 10.
|
Certification
|
8 |
Advanced Technology Ventures VII, L.P. | ||
By: ATV Associates VII, L.L.C., its General Partner | ||
By: | /s/ Jean George | |
Authorized Signatory | ||
Advanced Technology Ventures VII (B), L.P. | ||
By: ATV Associates VII, L.L.C., its General Partner | ||
By: | /s/ Jean George | |
Authorized Signatory | ||
Advanced Technology Ventures VII(C), L.P. | ||
By: ATV Associates VI, L.L.C., its General Partner | ||
By: | /s/ Jean George | |
Authorized Signatory | ||
ATV Entrepreneurs VII, L.P. | ||
By: ATV Associates VII, L.L.C., its General Partner | ||
By: | /s/ Jean George | |
Authorized Signatory | ||
ATV Associates VII, L.L.C. | ||
By: | /s/ Jean George | |
Authorized Signatory |
9 |
Exhibit Number
|
|
Exhibit Description
|
1
|
|
Joint Filing Agreement (Incorporated by reference from Exhibit 1 to Schedule 13G filed on February 14, 2013.)
|