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Tempus Applied Solutions Holdings, Inc.
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Common Stock, $0.0001 Par Value
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88024L100
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July 13, 2018
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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CUSIP No. 88024L100
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1.
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NAMES OF REPORTING PERSONS
Stonebriar Commercial Finance LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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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
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5.
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SOLE VOTING POWER
1,790,813
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6.
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SHARED VOTING POWER
—0—
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7.
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SOLE DISPOSITIVE POWER
1,790,813
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8.
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SHARED DISPOSITIVE POWER
—0—
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,790,813
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1%*
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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*
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Based on 17,805,234 shares of common stock of Tempus Applied Solutions Holdings, Inc. (the “Issuer”) outstanding as of February 12, 2018, as disclosed in the Prospectus filed with the Securities and Exchange Commission (“SEC”) on February 12, 2018, plus 7,563,770 shares of common stock of the Issuer that were issued to ME Aviation Services LLC pursuant to the transaction that closed on March 12, 2018.
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CUSIP No. 88024L100
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1.
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NAMES OF REPORTING PERSONS
SCF Funding LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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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
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5.
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SOLE VOTING POWER
1,790,813
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6.
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SHARED VOTING POWER
—0—
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|||
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7.
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SOLE DISPOSITIVE POWER
1,790,813
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|||
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8.
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SHARED DISPOSITIVE POWER
—0—
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|||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,790,813
|
||||
10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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||||
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1%*
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||||
12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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*
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Based on 17,805,234 shares of common stock of the Issuer outstanding as of February 12, 2018, as disclosed in the Prospectus filed with the SEC on February 12, 2018, plus 7,563,770 shares of common stock of the Issuer that were issued to ME Aviation Services LLC pursuant to the transaction that closed on March 12, 2018.
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CUSIP No. 88024L100
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1.
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NAMES OF REPORTING PERSONS
Stonebriar Finance Holdings LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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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
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
1,790,813
|
||
|
6.
|
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SHARED VOTING POWER
—0—
|
|||
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7.
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SOLE DISPOSITIVE POWER
1,790,813
|
|||
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8.
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SHARED DISPOSITIVE POWER
—0—
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|||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,790,813
|
||||
10.
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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||||
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1%*
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||||
12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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*
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Based on 17,805,234 shares of common stock of the Issuer outstanding as of February 12, 2018, as disclosed in the Prospectus filed with the SEC on February 12, 2018, plus 7,563,770 shares of common stock of the Issuer that were issued to ME Aviation Services LLC pursuant to the transaction that closed on March 12, 2018.
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CUSIP No. 88024L100
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1.
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NAMES OF REPORTING PERSONS
Stonebriar Holdings LLC
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||||
2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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||||
3.
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SEC USE ONLY
|
||||
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
1,790,813
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||
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6.
|
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SHARED VOTING POWER
—0—
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|||
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7.
|
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SOLE DISPOSITIVE POWER
1,790,813
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|||
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8.
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SHARED DISPOSITIVE POWER
—0—
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|||
9.
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,790,813
|
||||
10.
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||||
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1%*
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||||
12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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*
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Based on 17,805,234 shares of common stock of the Issuer outstanding as of February 12, 2018, as disclosed in the Prospectus filed with the SEC on February 12, 2018, plus 7,563,770 shares of common stock of the Issuer that were issued to ME Aviation Services LLC pursuant to the transaction that closed on March 12, 2018.
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CUSIP No. 88024L100
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1.
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NAMES OF REPORTING PERSONS
Eldridge Industries, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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||||
3.
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SEC USE ONLY
|
||||
4.
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
1,790,813
|
||
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6.
|
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SHARED VOTING POWER
—0—
|
|||
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7.
|
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SOLE DISPOSITIVE POWER
1,790,813
|
|||
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8.
|
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SHARED DISPOSITIVE POWER
—0—
|
|||
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,790,813
|
||||
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||||
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1%*
|
||||
12.
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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*
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Based on 17,805,234 shares of common stock of the Issuer outstanding as of February 12, 2018, as disclosed in the Prospectus filed with the SEC on February 12, 2018, plus 7,563,770 shares of common stock of the Issuer that were issued to ME Aviation Services LLC pursuant to the transaction that closed on March 12, 2018.
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CUSIP No. 88024L100
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1.
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NAMES OF REPORTING PERSONS
Todd L. Boehly
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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||||
3.
|
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SEC USE ONLY
|
||||
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
1,790,813
|
||
|
6.
|
|
SHARED VOTING POWER
—0—
|
|||
|
7.
|
|
SOLE DISPOSITIVE POWER
1,790,813
|
|||
|
8.
|
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SHARED DISPOSITIVE POWER
—0—
|
|||
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,790,813
|
||||
10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||||
11.
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1%*
|
||||
12.
|
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*
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Based on 17,805,234 shares of common stock of the Issuer outstanding as of February 12, 2018, as disclosed in the Prospectus filed with the SEC on February 12, 2018, plus 7,563,770 shares of common stock of the Issuer that were issued to ME Aviation Services LLC pursuant to the transaction that closed on March 12, 2018.
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Item 1 (a).
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Name of Issuer:
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Item 1 (b).
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Address of Issuer’s Principal Executive Offices:
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Item 2 (a).
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Name of Person Filing:
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(i)
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Stonebriar Commercial Finance, a Delaware limited liability company;
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(ii)
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SCF Funding LLC (“SCF Funding”), a Delaware limited liability company and sole member of Stonebriar Commercial Finance;
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(iii)
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Stonebriar Finance Holdings LLC (“Stonebriar Finance Holdings”), a Delaware limited liability company and sole member of SCF Funding and manager of Stonebriar Commercial Finance;
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(iv)
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Stonebriar Holdings LLC (“Stonebriar Holdings”), a Delaware limited liability company with the right to control the majority of the voting power on the Board of Managers of Stonebriar Finance Holdings;
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(v)
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Eldridge Industries, LLC (“Eldridge Industries”), a Delaware limited liability company which indirectly controls Stonebriar Holdings; and
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(vi)
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Todd L. Boehly, a United States citizen and manager and indirect controlling member of Eldridge Industries.
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Item 2 (b).
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Address of Principal Business Office or, if None, Residence:
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Item 2 (c).
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Citizenship:
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Item 2 (d).
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Title of Class of Securities:
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Item 2 (e).
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CUSIP Number:
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Item 3.
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Not applicable.
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned: 1,790,813 shares of Common Stock
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(b)
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Percent of class: 7.1%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 1,790,813
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(ii)
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Shared power to vote or to direct the vote: —0—
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(iii)
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Sole power to dispose or to direct the disposition of: 1,790,813
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(iv)
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Shared power to dispose or to direct the disposition of: —0—
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Item 8.
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Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
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Certification.
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Stonebriar Commercial Finance LLC
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By:
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/s/ Dave B. Fate
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Name:
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Dave B. Fate
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Title:
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President and Chief Executive Officer
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SCF Funding LLC
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By:
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/s/ Dave B. Fate
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Name:
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Dave B. Fate
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Title:
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President and Chief Executive Officer
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Stonebriar Finance Holdings LLC
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By:
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/s/ Dave B. Fate
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Name:
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Dave B. Fate
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Title:
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President and Chief Executive Officer
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Stonebriar Holdings LLC
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By:
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/s/ Anthony D. Minella | |
Name:
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Anthony D. Minella | |
Title:
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President | |
Eldridge Industries, LLC
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By:
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/s/ Todd L Boehly
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Name:
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Todd L. Boehly
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Title:
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Manager
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Todd L. Boehly
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By:
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/s/ Todd L. Boehly
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Exhibit 1
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Joint Filing Agreement, dated as of July 23, 2018, by and among Stonebriar Commercial Finance LLC, SCF Funding LLC, Stonebriar Finance Holdings LLC, Stonebriar Holdings LLC, Eldridge Industries, LLC and Todd L. Boehly, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
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Stonebriar Commercial Finance LLC
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By:
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/s/ Dave B. Fate
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Name:
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Dave B. Fate
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Title:
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President and Chief Executive Officer
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SCF Funding LLC
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By:
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/s/ Dave B. Fate
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Name:
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Dave B. Fate
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Title:
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President and Chief Executive Officer
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Stonebriar Finance Holdings LLC
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By:
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/s/ Dave B. Fate
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Name:
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Dave B. Fate
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Title:
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President and Chief Executive Officer
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Stonebriar Holdings LLC
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By:
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/s/ Anthony D. Minella | |
Name:
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Anthony D. Minella | |
Title:
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President | |
Eldridge Industries, LLC
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By:
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/s/ Todd L Boehly
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Name:
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Todd L. Boehly
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Title:
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Manager
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Todd L. Boehly
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By:
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/s/ Todd L. Boehly
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