0001104659-19-007782.txt : 20190213 0001104659-19-007782.hdr.sgml : 20190213 20190213102151 ACCESSION NUMBER: 0001104659-19-007782 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190213 DATE AS OF CHANGE: 20190213 GROUP MEMBERS: BATTERY INVESTMENT PARTNERS IX, LLC GROUP MEMBERS: BATTERY MANAGEMENT CORP. GROUP MEMBERS: BATTERY PARTNERS IX, LLC GROUP MEMBERS: JESSE FELDMAN GROUP MEMBERS: MICHAEL BROWN GROUP MEMBERS: NEERAJ AGRAWAL GROUP MEMBERS: R. DAVID TABORS GROUP MEMBERS: ROGER H. LEE GROUP MEMBERS: SCOTT R. TOBIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AVALARA, INC. CENTRAL INDEX KEY: 0001348036 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 911995935 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90856 FILM NUMBER: 19593856 BUSINESS ADDRESS: STREET 1: 255 S. KING ST. STREET 2: SUITE 1800 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: (206) 826-4900 MAIL ADDRESS: STREET 1: 255 S. KING ST. STREET 2: SUITE 1800 CITY: SEATTLE STATE: WA ZIP: 98104 FORMER COMPANY: FORMER CONFORMED NAME: AVALARA INC DATE OF NAME CHANGE: 20051227 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Battery Ventures IX, L.P. CENTRAL INDEX KEY: 0001485934 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DRIVE, SUITE 1100 CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-948-3600 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE, SUITE 1100 CITY: BOSTON STATE: MA ZIP: 02210 SC 13G 1 a19-4438_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Avalara, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

05338G106

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 

 

CUSIP No. 05338G106

 

 

1.

Names of Reporting Persons
Battery Ventures IX, L.P. (“BV9”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

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
5,629,457 shares, except that Battery Partners IX, LLC (“BP9”), the general partner of BV9 and managing member of BIP9, and its investment advisor Battery Management Corp. (“BMC,” and together with BP9, the “Battery IX Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Roger H. Lee (“Lee”), R. David Tabors (“Tabors”), and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery IX Companies, may be deemed to have shared power to direct the voting of these shares.

 

6.

Shared Voting Power
See response to row 5.

 

7.

Sole Dispositive Power
5,629,457 shares, except that the Battery IX Companies may be deemed to have sole power to direct the disposition of these shares; each of Agrawal, Brown, Feldman, Lee, Tabors and Tobin, each of whom is a managing member or officer of the Battery IX Companies, may be deemed to have shared power to direct the disposition of these shares.

 

8.

Shared Dispositive Power
See response to row 7.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,629,457 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.5%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2

 

CUSIP No. 05338G106

 

 

1.

Names of Reporting Persons
Battery Investment Partners IX, LLC (“BIP9”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

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
56,287 shares, except that the Battery IX Companies may be deemed to have sole power to direct the voting of these shares; Agrawal, Brown, Feldman, Lee, Tabors and Tobin, each of whom is a managing member or officer of the Battery IX Companies, may be deemed to have shared power to direct the voting of these shares.

 

6.

Shared Voting Power
See response to row 5.

 

7.

Sole Dispositive Power
56,287 shares, except that the Battery IX Companies may be deemed to have sole power to direct the disposition of these shares; Agrawal, Brown, Feldman, Lee, Tabors and Tobin, each of whom is a managing member or officer of the Battery IX Companies, may be deemed to have shared power to direct the disposition of these shares.

 

8.

Shared Dispositive Power
See response to row 7.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
56,287 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

3

 

CUSIP No. 05338G106

 

 

1.

Names of Reporting Persons
Battery Partners IX, LLC (“BP9”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

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
5,685,744 shares, of which 5,629,457 shares are directly owned by BV9 and 56,287 shares are directly owned by BIP9, except that Agrawal, Brown, Feldman, Lee, Tabors and Tobin, each of whom is a managing member or officer of the Battery IX Companies, may be deemed to have shared power to direct the voting of these shares.

 

6.

Shared Voting Power
See response to row 5.

 

7.

Sole Dispositive Power
5,685,744 shares, of which 5,629,457 shares are directly owned by BV9 and 56,287 shares are directly owned by BIP9, except that Agrawal, Brown, Feldman, Lee, Tabors and Tobin, each of whom is a managing member or officer of the Battery IX Companies, may be deemed to have shared power to direct the disposition of these shares.

 

8.

Shared Dispositive Power
See response to row 7.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,685,744 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.6%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

4

 

CUSIP No. 05338G106

 

 

1.

Names of Reporting Persons
Battery Management Corp. (“BMC”)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Massachusetts

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
5,685,744 shares, of which 5,629,457 shares are directly owned by BV9 and 56,287 shares are directly owned by BIP9, except that Agrawal, Brown, Feldman, Lee, Tabors and Tobin, each of whom is a managing member or officer of the Battery IX Companies, may be deemed to have shared power to direct the voting of these shares.

 

6.

Shared Voting Power
See response to row 5.

 

7.

Sole Dispositive Power
5,685,744 shares, of which 5,629,457 shares are directly owned by BV9 and 56,287 shares are directly owned by BIP9, except that Agrawal, Brown, Feldman, Lee, Tabors and Tobin, each of whom is a managing member or officer of the Battery IX Companies, may be deemed to have shared power to direct the disposition of these shares.

 

8.

Shared Dispositive Power
See response to row 7.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,685,744 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.6%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

5

 

CUSIP No. 05338G106

 

 

1.

Names of Reporting Persons
Neeraj Agrawal

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
5,685,744 shares, of which 5,629,457 shares are directly owned by BV9 and 56,287 shares are directly owned by BIP9. Agrawal is a managing member or officer of the Battery IX Companies, and may be deemed to have shared power to direct the voting of these shares.

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
5,685,744 shares, of which 5,629,457 shares are directly owned by BV9 and 56,287 shares are directly owned by BIP9. Agrawal is a managing member or officer of the Battery IX Companies, and may be deemed to have shared power to direct the disposition of these shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,685,744 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.6%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

6

 

CUSIP No. 05338G106

 

 

1.

Names of Reporting Persons
Michael Brown

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
5,685,744 shares, of which 5,629,457 shares are directly owned by BV9 and 56,287 shares are directly owned by BIP9. Brown is a managing member or officer of the Battery IX Companies, and may be deemed to have shared power to direct the voting of these shares.

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
5,685,744 shares, of which 5,629,457 shares are directly owned by BV9 and 56,287 shares are directly owned by BIP9. Brown is a managing member or officer of the Battery IX Companies, and may be deemed to have shared power to direct the disposition of these shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,685,744 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.6%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

7

 

CUSIP No. 05338G106

 

 

1.

Names of Reporting Persons
Jesse Feldman

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
5,685,744 shares, of which 5,629,457 shares are directly owned by BV9 and 56,287 shares are directly owned by BIP9. Feldman is a managing member or officer of the Battery IX Companies, and may be deemed to have shared power to direct the voting of these shares.

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
5,685,744 shares, of which 5,629,457 shares are directly owned by BV9 and 56,287 shares are directly owned by BIP9. Feldman is a managing member or officer of the Battery IX Companies, and may be deemed to have shared power to direct the disposition of these shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,685,744 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.6%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

8

 

CUSIP No. 05338G106

 

 

1.

Names of Reporting Persons
Roger H. Lee

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
5,685,744 shares, of which 5,629,457 shares are directly owned by BV9 and 56,287 shares are directly owned by BIP9. Lee is a managing member or officer of the Battery IX Companies, and may be deemed to have shared power to direct the voting of these shares.

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
5,685,744 shares, of which 5,629,457 shares are directly owned by BV9 and 56,287 shares are directly owned by BIP9. Lee is a managing member or officer of the Battery IX Companies, and may be deemed to have shared power to direct the disposition of these shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,685,744 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.6%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

9

 

CUSIP No. 05338G106

 

 

1.

Names of Reporting Persons
R. David Tabors

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
5,685,744 shares, of which 5,629,457 shares are directly owned by BV9 and 56,287 shares are directly owned by BIP9. Tabors is a managing member or officer of the Battery IX Companies, and may be deemed to have shared power to direct the voting of these shares.

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
5,685,744 shares, of which 5,629,457 shares are directly owned by BV9 and 56,287 shares are directly owned by BIP9. Tabors is a managing member or officer of the Battery IX Companies, and may be deemed to have shared power to direct the disposition of these shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,685,744 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.6%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

10

 

CUSIP No. 05338G106

 

 

1.

Names of Reporting Persons
Scott R. Tobin

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
5,685,744 shares, of which 5,629,457 shares are directly owned by BV9 and 56,287 shares are directly owned by BIP9. Tobin is a managing member or officer of the Battery IX Companies, and may be deemed to have shared power to direct the voting of these shares.

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
5,685,744 shares, of which 5,629,457 shares are directly owned by BV9 and 56,287 shares are directly owned by BIP9. Tobin is a managing member or officer of the Battery IX Companies, and may be deemed to have shared power to direct the disposition of these shares.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,685,744 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.6%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

11

 

Item 1.

 

(a)

Name of Issuer
Avalara, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
255 South King Street, Suite 1800
Seattle, WA

 

Item 2.

 

(a)

Name of Person Filing
Battery Ventures IX, L.P. (“BV9”), Battery Investment Partners IX, LLC (“BIP9”), Battery Partners IX, LLC (“BP9 LLC”), Battery Management Corp. (“BMC”), Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Roger H. Lee (“Lee”), R. David Tabors (“Tabors”) and Scott R. Tobin (“Tobin”).  The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

Messrs. Agrawal, Brown, Feldman, Lee, Tabors and Tobin are the sole managing members of BP9, the general partner of BV9 and managing member of BIP9 and/or the officers of BMC, the investment advisor to BP9.

 

(b)

Address of Principal Business Office or, if none, Residence
Battery Ventures

One Marina Park Drive

Suite 1100

Boston, MA 02210

 

(c)

Citizenship
Agrawal, Brown, Feldman, Lee, Tabors and Tobin are United States citizens.  BV9 is a limited partnership organized under the laws of the State of Delaware.  BIP9 is a limited liability company organized under the laws of the State of Delaware.  BP9 is a limited liability company organized under the laws of the State of Delaware. BMC is a corporation organized under the laws of the Commonwealth of Massachusetts.

 

(d)

Title of Class of Securities
Common Stock, $0.0001 par value per share

 

(e)

CUSIP Number
05338G106

 

Item 3.

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:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

12

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

The approximate percentages of Common Stock reported as beneficially owned by the Reporting Persons is based upon 66,505,087 shares of Common Stock outstanding as of October 31, 2018, as reported in the Issuer’s Form 10-Q filed on November 8, 2018.

 

(a)

Amount beneficially owned:   

See Row 9 of cover page for each Reporting Person.

 

(b)

Percent of class:   

See Row 11 of cover page for each Reporting Person.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

See Row 5 of cover page for each Reporting Person.

 

 

(ii)

Shared power to vote or to direct the vote    

See Row 6 of cover page for each Reporting Person.

 

 

(iii)

Sole power to dispose or to direct the disposition of   

See Row 7 of cover page for each Reporting Person.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

See Row 8 of cover page for each Reporting Person.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Under certain circumstances set forth in the limited partnership agreement of BV9, the general and limited partners may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by BV9.  Under certain circumstances set forth in the limited liability company agreement of BIP9, the members may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by BIP9.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

N/A

 

Item 8.

Identification and Classification of Members of the Group

N/A

 

Item 9.

Notice of Dissolution of Group

N/A

 

Item 10.

Certification

N/A

 

13

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

BATTERY VENTURES IX, L.P.

 

 

 

By: Battery Partners IX, LLC

 

 

 

By:

*

 

 

 

Managing Member

 

 

 

 

 

 

 

BATTERY INVESTMENT PARTNERS IX, LLC

 

 

 

By: Battery Partners IX, LLC

 

 

 

By:

*

 

 

 

Managing Member

 

 

 

 

 

 

 

BATTERY PARTNERS IX, LLC

 

 

 

 

 

 

 

By:

*

 

 

 

Managing Member

 

 

 

 

 

BATTERY MANAGEMENT CORP.

 

 

 

 

 

 

 

By:

*

 

 

 

Chief Financial Officer

 

 

 

 

 

 

 

NEERAJ AGRAWAL

 

 

 

 

 

 

 

By:

*

 

 

 

Neeraj Agrawal

 

 

 

 

 

 

 

MICHAEL BROWN

 

 

 

 

 

 

 

By:

*

 

 

 

Michael Brown

 

 

 

 

 

 

 

JESSE FELDMAN

 

 

 

 

 

By:

*

 

 

 

Jesse Feldman

 

 

 

 

 

 

 

ROGER H. LEE

 

 

 

 

 

By:

*

 

 

 

Roger H. Lee

 

 

 

 

 

R. DAVID TABORS

 

14

 

 

By:

*

 

 

 

R. David Tabors

 

 

 

 

 

SCOTT R. TOBIN

 

 

 

 

 

By:

*

 

 

 

Scott R. Tobin

 

 

*By:

     /s/ Christopher Schiavo

 

 

Name:

Christopher Schiavo

 

 

 

Attorney-in-Fact

 

 

 

-----------------------

 

This Schedule 13G was executed pursuant to a Power of Attorney.  Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

15