CUSIP No. 53115L 104
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Schedule 13D
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Page 2 of 10 Pages
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1.
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Name of Reporting Person
Riverstone/Carlyle Energy Partners IV, L.P.
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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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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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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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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
48,550,085*
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
48,550,085*
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
48,550,085*
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount in Row (11)
42.0%**
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14.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No. 53115L 104
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Schedule 13D
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Page 3 of 10 Pages
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1.
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Name of Reporting Person
R/C Energy IV Direct Partnership, L.P.
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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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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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||||
6.
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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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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
14,508,045*
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|||
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9.
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Sole Dispositive Power
0
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|||
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10.
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Shared Dispositive Power
14,508,045*
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|||
11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
14,508,045*
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||||
12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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||||
13.
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Percent of Class Represented by Amount in Row (11)
12.50%**
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14.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No. 53115L 104
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Schedule 13D
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Page 4 of 10 Pages
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1.
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Name of Reporting Person
R/C IV Liberty Holdings, L.P.
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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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Source of Funds (See Instructions)
OO
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||||
5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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||||
6.
|
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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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7.
|
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Sole Voting Power
0
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8.
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Shared Voting Power
33,414,598*
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9.
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Sole Dispositive Power
0
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|||
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10.
|
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Shared Dispositive Power
33,414,598*
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|||
11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
33,414,598*
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||||
12.
|
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
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Percent of Class Represented by Amount in Row (11)
28.9%**
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14.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No. 53115L 104
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Schedule 13D
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Page 5 of 10 Pages
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1.
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Name of Reporting Person
R/C Energy GP IV, 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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Source of Funds (See Instructions)
OO
|
||||
5.
|
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
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Citizenship or Place of Organization
Delaware
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
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Sole Voting Power
0
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8.
|
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Shared Voting Power
48,550,085*
|
|||
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9.
|
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Sole Dispositive Power
0
|
|||
|
10.
|
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Shared Dispositive Power
48,550,085*
|
|||
11.
|
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Aggregate Amount Beneficially Owned by Each Reporting Person
48,550,085*
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
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Percent of Class Represented by Amount in Row (11)
42.0%**
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||||
14.
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Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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CUSIP No. 53115L 104
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Schedule 13D
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Page 6 of 10 Pages
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CUSIP No. 53115L 104
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Schedule 13D
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Page 7 of 10 Pages
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(a) |
and (b)
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Reporting Persons
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Common A Shares Owned Directly
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Common B Shares Owned Directly
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Aggregate Number of Shares
Beneficially Owned
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Percentage of Class
Beneficially Owned (1)
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Riverstone/Carlyle
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69,470
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557,972
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48,550,085 (2)
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42.0%
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R/C Direct
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14,508,045
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0
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14,508,045
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12.5%
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R/C Liberty
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2,604,248
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30,810,350
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33,414,598
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28.9%
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R/C GP
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0
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0
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48,550,085 (3)
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42.0%
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(1) |
Based on an aggregate of 69,958,113 Common A Shares and 48,207,372 Common B Shares outstanding as of July 31, 2018, but after giving effect to the Riverstone Repurchases described above.
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(2) |
Represents 17,181,763 Common A Shares and 31,368,322 Common B Shares and includes Common Shares directly owned by R/C Direct and R/C Liberty.
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(3) |
Represents 17,181,763 Common A Shares and 31,368,322 Common B Shares and includes Common Shares directly owned by each of Riverstone/Carlyle, R/C Direct and R/C Liberty.
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CUSIP No. 53115L 104
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Schedule 13D
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Page 8 of 10 Pages
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(c) |
None of the Reporting Persons has effected any transactions of the Common A Shares during the 60 days preceding the date of this report, except as described in Items 4 and 6 of this Schedule 13D, which information is incorporated herein by reference.
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(d) |
Not applicable.
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(e) |
Not applicable.
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ITEM 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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CUSIP No. 53115L 104
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Schedule 13D
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Page 9 of 10 Pages
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7.9 |
Purchase Agreement (incorporated by reference to Exhibit 10.1 to Liberty Oilfield Services Inc.’s Form 8-K, filed with the Securities and Exchange Commission on September 17, 2018).
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RIVERSTONE/CARLYLE ENERGY PARTNERS IV, L.P.
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By: R/C Energy GP IV, LLC, its general partner
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By: /s/ Peter Haskopoulos
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Name: Peter Haskopoulos
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Title: Authorized Person
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R/C ENERGY IV DIRECT PARTNERSHIP, L.P.
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By: Riverstone/Carlyle Energy Partners IV, L.P., its general partner
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By: R/C Energy GP IV, LLC, its general partner
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By: /s/ Peter Haskopoulos
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Name: Peter Haskopoulos
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Title: Authorized Person
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R/C IV LIBERETY HOLDINGS, L.P.
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By: Riverstone/Carlyle Energy Partners IV, L.P., its general partner
|
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By: R/C Energy GP IV, LLC, its general partner
|
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By: /s/ Peter Haskopoulos
|
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Name: Peter Haskopoulos
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Title: Authorized Person
|
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R/C ENERGY GP IV, LLC
|
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By: /s/ Peter Haskopoulos
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Name: Peter Haskopoulos
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Title: Authorized Person
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