CUSIP No. 03476L102 |
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1
|
NAME OF REPORTING PERSON
|
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Brent Atwood
|
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a) ☒
(b) ☐
|
|
|
||
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|
|||
3
|
SEC USE ONLY
|
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||
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|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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|
OO
|
|
|
||
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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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6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
|
|
|
||
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|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
170,000
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
25,050,000
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
170,000
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
25,050,000
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
25,220,000
|
|
|
||
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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
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
19.6%*
|
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|
||
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|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
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|
|
IN
|
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|
CUSIP No. 03476L102 |
||||
1
|
NAME OF REPORTING PERSON
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|
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Equine Holdings, LLC
|
|
|
||
|
|
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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)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
|
☐ |
|
|
||
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Wyoming
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
-0-
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
25,050,000
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
-0-
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
25,050,000
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
25,050,000
|
|
|
||
|
|
|||
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)
|
|
|
|
19.4%*
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
OO
|
|
|
||
|
|
CUSIP No. 03476L102 |
||||
1
|
NAME OF REPORTING PERSON
|
|
|
|
EQuine Holdings Charter Private Equity Fund XIII 13
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a) ☒
(b) ☐
|
|
|
||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
|
☐ |
|
|
||
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Wyoming
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
-0-
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
5,250,000
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
-0-
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
5,250,000
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
5,250,000
|
|
|
||
|
|
|||
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)
|
|
|
|
4.1%*
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
OO
|
|
|
||
|
|
CUSIP No. 03476L102 |
||||
1
|
NAME OF REPORTING PERSON
|
|
|
|
Equine Charter Private Equity Fund XX
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a) ☒
(b) ☐
|
|
|
||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
|
☐ |
|
|
||
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Wyoming
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
-0-
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
2,750,000
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
-0-
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
2,750,000
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,750,000
|
|
|
||
|
|
|||
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)
|
|
|
|
2.1%*
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
OO
|
|
|
||
|
|
CUSIP No. 03476L102 |
||||
1
|
NAME OF REPORTING PERSON
|
|
|
|
Equine Charter Private Equity Fund XI
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a) ☒
(b) ☐
|
|
|
||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
|
☐ |
|
|
||
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Wyoming
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
-0-
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
1,750,000
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
-0-
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
1,750,000
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,750,000
|
|
|
||
|
|
|||
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)
|
|
|
|
1.4%*
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
OO
|
|
|
||
|
|
CUSIP No. 03476L102 |
||||
1
|
NAME OF REPORTING PERSON
|
|
|
|
Equine Charter Private Equity Fund XII
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a) ☒
(b) ☐
|
|
|
||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
|
☐ |
|
|
||
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Wyoming
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
-0-
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
1,500,000
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
-0-
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
1,500,000
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,500,000
|
|
|
||
|
|
|||
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)
|
|
|
|
1.2%*
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
OO
|
|
|
||
|
|
CUSIP No. 03476L102 |
||||
1
|
NAME OF REPORTING PERSON
|
|
|
|
eQuine Charter Private Equity Fund XV, LLC
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a) ☒
(b) ☐
|
|
|
||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
|
☐ |
|
|
||
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Wyoming
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
-0-
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
1,250,000
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
-0-
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
1,250,000
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,250,000
|
|
|
||
|
|
|||
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)
|
|
|
|
1.0%*
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
OO
|
|
|
||
|
|
CUSIP No. 03476L102 |
||||
1
|
NAME OF REPORTING PERSON
|
|
|
|
eQuine Charter Private Equity Fund DCCCLXXXVIII, LLC
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a) ☒
(b) ☐
|
|
|
||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
|
☐ |
|
|
||
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Wyoming
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
-0-
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
1,400,000
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
-0-
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
1,400,000
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,400,000
|
|
|
||
|
|
|||
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)
|
|
|
|
1.1%*
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
OO
|
|
|
||
|
|
CUSIP No. 03476L102 |
||||
1
|
NAME OF REPORTING PERSON
|
|
|
|
eQuine Charter Private Equity Fund VII, LLC
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a) ☒
(b) ☐
|
|
|
||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
|
☐ |
|
|
||
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Wyoming
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
-0-
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
2,250,000
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
-0-
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
2,250,000
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,250,000
|
|
|
||
|
|
|||
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)
|
|
|
|
1.7%*
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
OO
|
|
|
||
|
|
CUSIP No. 03476L102 |
||||
1
|
NAME OF REPORTING PERSON
|
|
|
|
eQuine Private Equity Fund 755460, LLC
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a) ☒
(b) ☐
|
|
|
||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
|
☐ |
|
|
||
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Wyoming
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
-0-
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
4,000,000
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
-0-
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
4,000,000
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
4,000,000
|
|
|
||
|
|
|||
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)
|
|
|
|
3.1%*
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
OO
|
|
|
||
|
|
CUSIP No. 03476L102 |
||||
1
|
NAME OF REPORTING PERSON
|
|
|
|
Cargill - Atwood Family Private Equity Fund, LLC
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a) ☒
(b) ☐
|
|
|
||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
|
☐ |
|
|
||
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Wyoming
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
-0-
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
4,600,000
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
-0-
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
4,600,000
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
4,600,000
|
|
|
||
|
|
|||
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)
|
|
|
|
3.6%*
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
OO
|
|
|
||
|
|
CUSIP No. 03476L102 |
||||
1
|
NAME OF REPORTING PERSON
|
|
|
|
Goddard Investment Company PE Fund XIX
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a) ☒
(b) ☐
|
|
|
||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
|
☐ |
|
|
||
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Wyoming
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
-0-
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
50,000
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
-0-
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
50,000
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
50,000
|
|
|
||
|
|
|||
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)
|
|
|
|
0.04%*
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
OO
|
|
|
||
|
|
CUSIP No. 03476L102 |
||||
1
|
NAME OF REPORTING PERSON
|
|
|
|
EQuine Private Equity Fund LXXVII (77) LLC
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a) ☒
(b) ☐
|
|
|
||
|
|
|||
3
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
||
|
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
|
☐ |
|
|
||
|
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Wyoming
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
-0-
|
|
|
||
|
|
|||
8
|
SHARED VOTING POWER
|
|
|
|
250,000
|
|
|
||
|
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
-0-
|
|
|
||
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
250,000
|
|
|
||
|
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
250,000
|
|
|
||
|
|
|||
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)
|
|
|
|
0.2%*
|
|
|
||
|
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
OO
|
|
|
||
|
|
(a) |
This Statement is being filed by Brent Atwood (“Atwood”), Equine Holdings, LLC, a Wyoming limited liability company (“Holdings”), Equine Holdings Charter Private Equity Fund XIII 13 (“XIII”), a Wyoming limited liability
company, Equine Charter Private Equity Fund XX, a Wyoming limited liability company (“XX”), Equine Charter Private Equity Fund XI, a Wyoming limited liability company (“XI”), Equine Charter Private Equity Fund XII, a Wyoming
limited liability company (“XII”), eQuine Charter Private Equity Fund XV, LLC, a Wyoming limited liability company (“XV”), eQuine Charter Private Equity Fund DCCCLXXXVIII, LLC, a Wyoming limited liability company (“888”), eQuine
Charter Private Equity Fund VII, LLC, a Wyoming limited liability company (“VII”), eQuine Private Equity Fund 755460, LLC, a Wyoming limited liability company (“755460”), Cargill - Atwood Family Private Equity Fund, LLC, a Wyoming
limited liability company (“CA”), Goddard Investment Company PE Fund XIX, a Wyoming limited liability company (“XIX”), EQuine Private Equity Fund LXXVII (77) LLC, a Wyoming limited liability company (“77”) and, collectively, the
“Reporting Persons”). Schedule A attached hereto sets forth information referred to in Instruction C of Schedule 13D with respect to each Reporting Person, other than Mr. Atwood.
|
(b) |
The principal business address of each of the Reporting Persons is 5000 Riverside Drive, Suite 100E, Building 6, Irving, TX 75039.
|
(c) |
The principal business of each of the Reporting Persons, other than Atwood and Holdings, is to invest in securities and other assets. The principal business of Holdings is to serve as the manager of the eQuine entities. The
principal business of Atwood is to serve as the Chief Executive Manager of the other Reporting Persons.
|
(d), (e) |
During the last five years, none of the Reporting Persons or any person listed on Schedule A (i) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
|
(f) |
Atwood is a citizen of the United States of America.
|
(a), (b) |
As of August 14, 2019, the Reporting Persons (and each of them) beneficially own the number of shares of Common Stock set forth below. Based on the Issuer's quarterly report on Form 10-Q for the quarterly period ended June 30,
2019, there were 128,803,975 shares of the Common Stock issued and outstanding as of July 26, 2019.
|
Atwood
|
|
Number of Shares:
|
25,220,000
|
Percentage of Shares:
|
19.6%
|
Sole power to vote or direct the vote:
|
170,000
|
Shared power to vote or direct the vote:
|
25,050,000
|
Sole power to dispose or to direct the disposition:
|
170,000
|
Shared power to dispose or direct the disposition:
|
25,050,000
|
Holdings
|
|
Number of Shares:
|
25,050,000
|
Percentage of Shares:
|
19.4%
|
Sole power to vote or direct the vote:
|
0
|
Shared power to vote or direct the vote:
|
25,050,000
|
Sole power to dispose or to direct the disposition:
|
0
|
Shared power to dispose or direct the disposition:
|
25,050,000
|
XIII
|
|
Number of Shares:
|
5,250,000
|
Percentage of Shares:
|
4.1%
|
Sole power to vote or direct the vote:
|
0
|
Shared power to vote or direct the vote:
|
5,250,000
|
Sole power to dispose or to direct the disposition:
|
0
|
Shared power to dispose or direct the disposition:
|
5,250,000
|
XX
|
|
Number of Shares:
|
2,750,000
|
Percentage of Shares:
|
2.1%
|
Sole power to vote or direct the vote:
|
0
|
Shared power to vote or direct the vote:
|
2,750,000
|
Sole power to dispose or to direct the disposition:
|
0
|
Shared power to dispose or direct the disposition:
|
2,750,000
|
XI
|
|
Number of Shares:
|
1,750,000
|
Percentage of Shares:
|
1.4%
|
Sole power to vote or direct the vote:
|
0
|
Shared power to vote or direct the vote:
|
1,750,000
|
Sole power to dispose or to direct the disposition:
|
0
|
Shared power to dispose or direct the disposition:
|
1,750,000
|
XII
|
|
Number of Shares:
|
1,500,000
|
Percentage of Shares:
|
1.2%
|
Sole power to vote or direct the vote:
|
0
|
Shared power to vote or direct the vote:
|
1,500,000
|
Sole power to dispose or to direct the disposition:
|
0
|
Shared power to dispose or direct the disposition:
|
1,500,000
|
XV
|
|
Number of Shares:
|
1,250,000
|
Percentage of Shares:
|
1.0%
|
Sole power to vote or direct the vote:
|
0
|
Shared power to vote or direct the vote:
|
1,250,000
|
Sole power to dispose or to direct the disposition:
|
0
|
Shared power to dispose or direct the disposition:
|
1,250,000
|
888
|
|
Number of Shares:
|
1,400,000
|
Percentage of Shares:
|
1.1%
|
Sole power to vote or direct the vote:
|
0
|
Shared power to vote or direct the vote:
|
1,400,000
|
Sole power to dispose or to direct the disposition:
|
0
|
Shared power to dispose or direct the disposition:
|
1,400,000
|
VII
|
|
Number of Shares:
|
2,250,000
|
Percentage of Shares:
|
1.7%
|
Sole power to vote or direct the vote:
|
0
|
Shared power to vote or direct the vote:
|
2,250,000
|
Sole power to dispose or to direct the disposition:
|
0
|
Shared power to dispose or direct the disposition:
|
2,250,000
|
755460
|
|
Number of Shares:
|
4,000,000
|
Percentage of Shares:
|
3.1%
|
Sole power to vote or direct the vote:
|
0
|
Shared power to vote or direct the vote:
|
4,000,000
|
Sole power to dispose or to direct the disposition:
|
0
|
Shared power to dispose or direct the disposition:
|
4,000,000
|
CA
|
|
Number of Shares:
|
4,600,000
|
Percentage of Shares:
|
3.6%
|
Sole power to vote or direct the vote:
|
0
|
Shared power to vote or direct the vote:
|
4,600,000
|
Sole power to dispose or to direct the disposition:
|
0
|
Shared power to dispose or direct the disposition:
|
4,600,000
|
XIX
|
|
Number of Shares:
|
50,000
|
Percentage of Shares:
|
0.04%
|
Sole power to vote or direct the vote:
|
0
|
Shared power to vote or direct the vote:
|
50,000
|
Sole power to dispose or to direct the disposition:
|
0
|
Shared power to dispose or direct the disposition:
|
50,000
|
77
|
|
Number of Shares:
|
250,000
|
Percentage of Shares:
|
0.2%
|
Sole power to vote or direct the vote:
|
0
|
Shared power to vote or direct the vote:
|
250,000
|
Sole power to dispose or to direct the disposition:
|
0
|
Shared power to dispose or direct the disposition:
|
250,000
|
|
(c) |
Exhibit 99.1, which is incorporated by reference into this Item 5(c) as if restated in full, describes all of the transactions in shares of the Common Stock that were effected in the past 60 days by the Reporting Persons.
|
(d) |
No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares.
|
(e) |
Not applicable.
|
Exhibit No.
|
Description
|
|
|
99.1
|
Joint Filing Agreement
|
99.2
|
Trading Data
|
Date: August 20, 2019
|
EQUINE HOLDINGS, LLC
|
|
|
|
By: /s/ John Cooley
Name: John Cooley
|
|
Title: Chief Financial Manager
|
|
|
|
|
|
|
Date: August 20, 2019
|
EQUINE HOLDINGS CHARTER PRIVATE EQUITY FUND XIII 13
|
|
|
|
By: /s/ John Cooley
|
|
Name: John Cooley
|
|
Title: Chief Financial Manager
|
|
|
|
|
Date: August 20, 2019
|
EQUINE CHARTER PRIVATE EQUITY FUND XX
|
|
|
|
By: /s/ John Cooley
|
|
Name: John Cooley
|
|
Title: Chief Financial Officer
|
|
|
|
|
Date: August 20, 2019
|
EQUINE CHARTER PRIVATE EQUITY FUND XI
|
|
|
|
By: /s/ John Cooley
|
|
Name: John Cooley
|
|
Title: Chief Financial Officer
|
|
|
|
|
Date: August 20, 2019
|
EQUINE CHARTER PRIVATE EQUITY FUND XII
|
|
|
|
By: /s/ John Cooley
|
|
Name: John Cooley
|
|
Title: Chief Financial Officer
|
|
|
|
|
Date: August 20, 2019
|
EQUINE CHARTER PRIVATE EQUITY FUND XV, LLC
|
|
|
|
By: /s/ John Cooley
|
|
Name: John Cooley
|
|
Title: Chief Financial Officer
|
|
|
|
|
Date: August 20, 2019
|
EQUINE CHARTER PRIVATE EQUITY FUND DCCCLXXXVIII, LLC
|
|
|
|
By: /s/ John Cooley
|
|
Name: John Cooley
|
|
Title: Chief Financial Officer
|
|
|
|
|
Date: August 20, 2019
|
EQUINE CHARTER PRIVATE EQUITY FUND VII, LLC
|
|
|
|
By: /s/ John Cooley
|
|
Name: John Cooley
|
|
Title: Chief Financial Officer
|
|
|
|
|
Date: August 20, 2019
|
EQUINE PRIVATE EQUITY FUND 755460, LLC
|
|
|
|
By: /s/ John Cooley
|
|
Name: John Cooley
|
|
Title: Chief Financial Officer
|
|
|
|
|
Date: August 20, 2019
|
CARGILL - ATWOOD FAMILY PRIVATE EQUITY FUND, LLC
|
|
|
|
By: /s/ John Cooley
|
|
Name: John Cooley
|
|
Title: Chief Financial Officer
|
|
|
|
|
Date: August 20, 2019
|
GODDARD INVESTMENT COMPANY PE FUND XIX
|
|
|
|
By: /s/ John Cooley
|
|
Name: John Cooley
|
|
Title: Chief Financial Officer
|
|
|
|
|
Date: August 20, 2019
|
EQUINE PRIVATE EQUITY FUND LXXVII (77) LLC
|
|
|
|
By: /s/ John Cooley
|
|
Name: John Cooley
|
|
Title: Chief Financial Officer
|
|
|
|
|
Date: August 20, 2019
|
By: /s/ Brent Atwood
|
|
Name: Brent Atwood
|
EQUINE HOLDINGS, LLC
|
|
|
|
|
By: /s/ John Cooley____________________
Name: John Cooley
|
|
Title: Chief Financial Manager
|
|
|
|
|
|
|
EQUINE HOLDINGS CHARTER PRIVATE EQUITY FUND XIII 13
|
|
|
|
|
By: /s/ John Cooley___________________
|
|
Name: John Cooley
|
|
Title: Chief Financial Manager
|
|
|
|
|
EQUINE CHARTER PRIVATE EQUITY FUND XX
|
|
|
|
|
By: /s/ John Cooley___________________
|
|
Name: John Cooley
|
|
Title: Chief Financial Officer
|
|
|
|
|
EQUINE CHARTER PRIVATE EQUITY FUND XI
|
|
|
|
|
By: /s/ John Cooley___________________
|
|
Name: John Cooley
|
|
Title: Chief Financial Officer
|
|
|
|
|
EQUINE CHARTER PRIVATE EQUITY FUND XII
|
|
|
|
|
By: /s/ John Cooley___________________
|
|
Name: John Cooley
|
|
Title: Chief Financial Officer
|
|
|
|
|
EQUINE CHARTER PRIVATE EQUITY FUND XV, LLC
|
|
|
|
|
By: /s/ John Cooley___________________
|
|
Name: John Cooley
|
|
Title: Chief Financial Officer
|
|
|
|
|
EQUINE CHARTER PRIVATE EQUITY FUND DCCCLXXXVIII, LLC
|
|
|
|
|
By: /s/ John Cooley___________________
|
|
Name: John Cooley
|
|
Title: Chief Financial Officer
|
|
|
|
|
EQUINE CHARTER PRIVATE EQUITY FUND VII, LLC
|
|
|
|
|
By: /s/ John Cooley___________________
|
|
Name: John Cooley
|
|
Title: Chief Financial Officer
|
|
|
|
|
EQUINE PRIVATE EQUITY FUND 755460, LLC
|
|
|
|
|
By: /s/ John Cooley___________________
|
|
Name: John Cooley
|
|
Title: Chief Financial Officer
|
|
|
|
|
CARGILL - ATWOOD FAMILY PRIVATE EQUITY FUND, LLC
|
|
|
|
|
By: /s/ John Cooley___________________
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Name: John Cooley
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Title: Chief Financial Officer
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GODDARD INVESTMENT COMPANY PE FUND XIX
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By: /s/ John Cooley___________________
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Name: John Cooley
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Title: Chief Financial Officer
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EQUINE PRIVATE EQUITY FUND LXXVII (77) LLC
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By: /s/ John Cooley___________________
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Name: John Cooley
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Title: Chief Financial Officer
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By: /s/ Brent Atwood___________________
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Name: Brent Atwood
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Name of Purchaser
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Purchase
Date
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No. of Shares
Purchased
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Price per Share
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Nature of Purchase
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eQuine Charter Private Equity Fund VII, LLC
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8/13/2019
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1,750,000
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$0.02
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Broker’s Transaction
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eQuine Charter Private Equity Fund VII, LLC
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8/14/2019
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500,000
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$0.02
|
Broker’s Transaction
|
Equine Charter Private Equity Fund XII
|
8/12/2019
|
1,104,995
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$0.01
|
Broker’s Transaction
|
Equine Charter Private Equity Fund XII
|
8/13/2019
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395,005
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$0.02
|
Broker’s Transaction
|
Equine Charter Private Equity Fund XI
|
8/13/2019
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1,000,000
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$0.01
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Broker’s Transaction
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Equine Charter Private Equity Fund XI
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8/14/2019
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750,000
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$0.02
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Broker’s Transaction
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Cargill - Atwood Family Private Equity Fund, LLC
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8/12/2019
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4,522,812
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$0.004
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Broker’s Transaction
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Cargill - Atwood Family Private Equity Fund, LLC
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8/13/2019
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77,188
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$0.02
|
Broker’s Transaction
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Equine Charter Private Equity Fund XX
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8/13/2019
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2,500,000
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$0.02
|
Broker’s Transaction
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Equine Charter Private Equity Fund XX
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8/14/2019
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250,000
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$0.02
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Broker’s Transaction
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Goddard Investment Company PE Fund XIX
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8/12/2019
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50,000
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$0.01
|
Broker’s Transaction
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EQuine Private Equity Fund LXXVII (77) LLC
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8/12/2019
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250,000
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$0.01
|
Broker’s Transaction
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EQuine Holdings Charter Private Equity Fund XIII 13
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8/13/2019
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4,000,000
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$0.02
|
Broker’s Transaction
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EQuine Holdings Charter Private Equity Fund XIII 13
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8/14/2019
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1,250,000
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$0.01
|
Broker’s Transaction
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eQuine Charter Private Equity Fund XV, LLC
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8/12/2019
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1,000,000
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$0.01
|
Broker’s Transaction
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eQuine Charter Private Equity Fund XV, LLC
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8/13/2019
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250,000
|
$0.02
|
Broker’s Transaction
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eQuine Charter Private Equity Fund DCCCLXXXVIII, LLC
|
8/12/2019
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625,992
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$0.01
|
Broker’s Transaction
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eQuine Charter Private Equity Fund DCCCLXXXVIII, LLC
|
8/13/2019
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774,008
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$0.02
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Broker’s Transaction
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Brent Atwood on behalf of a family trust
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8/13/2019
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170,000
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$0.004
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Broker’s Transaction
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eQuine Private Equity Fund 755460, LLC
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8/12/2019
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2,900,469
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$0.01
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Broker’s Transaction
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eQuine Private Equity Fund 755460, LLC
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8/13/2019
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1,099,531
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$0.02
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Broker’s Transaction
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