0001209191-18-027674.txt : 20180503 0001209191-18-027674.hdr.sgml : 20180503 20180503165033 ACCESSION NUMBER: 0001209191-18-027674 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180430 FILED AS OF DATE: 20180503 DATE AS OF CHANGE: 20180503 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Peltz Matthew H. CENTRAL INDEX KEY: 0001661127 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11625 FILM NUMBER: 18804595 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRIAN FUND MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001345471 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11625 FILM NUMBER: 18804594 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-451-3000 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: Trian Fund Management, L.P. DATE OF NAME CHANGE: 20051128 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PENTAIR plc CENTRAL INDEX KEY: 0000077360 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY) [3550] IRS NUMBER: 981050812 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 43 LONDON WALL CITY: LONDON STATE: X0 ZIP: EC2M 5TF BUSINESS PHONE: 763-545-1730 MAIL ADDRESS: STREET 1: C/O PENTAIR MANAGEMENT COMPANY STREET 2: 5500 WAYZATA BLVD CITY: GOLDEN VALLEY STATE: MN ZIP: 55416 FORMER COMPANY: FORMER CONFORMED NAME: PENTAIR LTD DATE OF NAME CHANGE: 20121003 FORMER COMPANY: FORMER CONFORMED NAME: PENTAIR INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PENTAIR INDUSTRIES INC DATE OF NAME CHANGE: 19790327 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-04-30 0 0000077360 PENTAIR plc PNR 0001661127 Peltz Matthew H. 280 PARK AVENUE NEW YORK NY 10017 1 0 0 0 0001345471 TRIAN FUND MANAGEMENT, L.P. 280 PARK AVENUE NEW YORK NY 10017 1 0 0 0 Common (Ordinary) Shares 15411582 I Please see explanation below Put-Call Option (right and obligation to buy) 45.7624 2018-11-20 Common (Ordinary) Shares 204958 I Please see explanation below Put-Call Option (right and obligation to buy) 45.9301 2018-11-20 Common (Ordinary) Shares 49134 I Please see explanation below Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Investment Fund II, L.P., Trian Partners Strategic Investment Fund-A, L.P., Trian Partners Strategic Investment Fund-N, L.P., Trian Partners Strategic Investment Fund-D, L.P., Trian Partners Fund (Sub)-G, L.P., Trian Partners Strategic Fund-G II, L.P., Trian Partners Strategic Fund-G III, L.P., Trian Partners Strategic Fund-K, L.P. and Trian Partners Strategic Fund-C, Ltd. (collectively, the "Trian Entities") and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them. (FN 1, contd.) Mr. Peltz is a limited partner of certain affiliates of the Trian Entities and Trian Management and therefore may be deemed to have an indirect interest in the shares which they hold. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Peltz is a director of the Issuer. As previously reported on filings made by Edward P. Garden and Trian Management on November 20, 2017 and November 27, 2017, one of the Trian Entities entered into privately negotiated back-to-back call and put transactions (the "Options") with a counterparty through which it is entitled to the same economic gain or loss as if it had purchased the indicated shares. More specifically, these transactions represent call options pursuant to which, on or prior to November 20, 2018 (the "Exercise Date"), the Trian Entity may acquire the number of shares set forth above at the exercise price set forth above (the "Exercise Price"). These call options may be exercised at any time, in whole or in part, on or prior to the Exercise Date. Simultaneously with the purchase of each call option, the Trian Entity also sold a put option to the counterparty for the same number of shares pursuant to which, if on the Exercise Date the call options have not been exercised by the Trian Entity and the Exercise (FN 3, contd.) Price is greater than the closing price of the shares on the Expiration Date (the "Closing Price"), the counterparty may require the Trian Entity to, at such person's election, either (i) pay the counterparty an amount in cash equal to the product of (a) the excess of the Exercise Price over the Closing Price and (b) the number of shares set forth above or (ii) acquire from the counterparty the number of shares set forth above at the Exercise Price. With the exercise of any call option, a corresponding number of put options are automatically terminated. As part of these transactions, the Trian Entity pays the counterparty a financing fee based on the number of days that the Options that it holds are outstanding, which fee is calculated using a monthly rate equal to one month LIBOR plus an applicable spread. No premium was paid by either of the parties in connection with the Options. (FN 4, contd.) Until exercised, the Options do not give the Trian Entity any direct or indirect voting, investment or dispositive control over the underlying shares. This Option was previously reported at an exercise price of $68.9767 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends and distributions paid with respect to the indicated shares (including the distribution of ordinary shares of nVent Electric plc to holders of shares of the Issuer on April 30, 2018) and accrued financing fees, in each case through April 30, 2018. This Option was previously reported at an exercise price of $69.2523 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends and distributions paid with respect to the indicated shares (including the distribution of ordinary shares of nVent Electric plc to holders of shares of the Issuer on April 30, 2018) and accrued financing fees, in each case through April 30, 2018. Exhibit List: Exhibit 24.1 - Power of Attorney - Matthew H. Peltz Exhibit 24.2 - Power of Attorney - Trian Fund Management, L.P. Daniel R. Marx, Attorney-In-Fact for Matthew H. Peltz 2018-05-03 Daniel R. Marx, Attorney-In-Fact for Edward P. Garden, member of the general partner of Trian Fund Management, L.P. 2018-05-03 EX-24.3_786541 2 poa.txt POA DOCUMENT Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that Matthew H. Peltz ("Principal") hereby constitutes and appoints each of Brian L. Schorr, Stuart I. Rosen, Stacey L. Sayetta and Daniel R. Marx, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) complete and execute for and on behalf of the undersigned, in the undersigned's capacity as (i) a director, and/or (ii) a 10% shareholder of Pentair plc (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and Form 144 in accordance with the Securities Act of 1933 and the rules thereunder; and (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or Form 144, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 ("Section 16"). The undersigned hereby agrees on behalf of the undersigned and the undersigned's heirs, executors, legal representatives and assigns to indemnify, defend and hold each of the foregoing attorneys-in-fact harmless from and against any and all claims that may arise against such attorney-in-fact by reason of any violation by the undersigned of the undersigned's responsibilities under Section 16 or any other claim relating to any action taken by such attorney-in-fact pursuant to this Power of Attorney. CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the "principal," you give the person whom you choose (your "agent") authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority. When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. "Important Information for the Agent" at the end of this document describes your agent's responsibilities. Your agent can act on your behalf only after signing the Power of Attorney before a notary public. You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located. You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly. Your agent cannot make health care decisions for you. You may execute a "Health Care Proxy" to do this. The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us. If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you. This Power of Attorney shall remain in full force and effect until Principal is no longer required to file any of Form 3, 4 or 5 or Form 144 with respect to Principal's holdings of and transactions in securities issued by the Company, unless earlier revoked by Principal in a signed writing delivered to any of the foregoing attorneys-in-fact. This Power of Attorney does not revoke or replace any other power of attorney that Principal has previously granted. IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must: (1) act according to any instructions from the principal, or, where there are no instructions, in the principal's best interest; (2) avoid conflicts that would impair your ability to act in the principal's best interest; (3) keep the principal's property separate and distinct from any assets you own or control, unless otherwise permitted by law; (4) keep a record or all receipts, payments, and transactions conducted for the principal; and (5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal's name and signing your own name as "agent" in either of the following manner: (Principal's Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal's Name). Liability of agent: The meaning of the authority given to you is defined in New York's General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation. You may not use the principal's assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal's best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal's guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice. Liability of agent: The meaning of the authority given to you is defined in New York's General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation. IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of the dated specified below. By: /s/Matthew H. Peltz ----------------------- Matthew H. Peltz Date: April 30, 2018 State of New York ) ) ss.: County of New York ) On the 30th of April in the year 2018 before me, the undersigned, personally appeared Matthew H. Peltz, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. /s/Jane A. Singletary ------------------------- JANE A. SINGLETARY NOTARY PUBLIC - State of New York No. 01SI5063837 Qualified in New York County Commission Expires 7/29/2018 By: /s/Brian L. Schorr ----------------------- Brian L. Schorr Date: April 30, 2018 State of New York ) ) ss.: County of New York ) On the 30th of April in the year 2018 before me, the undersigned, personally appeared Brian L. Schorr, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. /s/Jane A. Singletary ------------------------- JANE A. SINGLETARY NOTARY PUBLIC - State of New York No. 01SI5063837 Qualified in New York County Commission Expires 7/29/2018 By: /s/Stuart I. Rosen ----------------------- Stuart I. Rosen Date: April 30, 2018 State of New York ) ) ss.: County of New York ) On the 30th of April in the year 2018 before me, the undersigned, personally appeared Stuart I. Rosen, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. /s/Jane A. Singletary ------------------------- JANE A. SINGLETARY NOTARY PUBLIC - State of New York No. 01SI5063837 Qualified in New York County Commission Expires 7/29/2018 By: /s/Stacey L. Sayetta ----------------------- Stacey L. Sayetta Date: April 30, 2018 State of New York ) ) ss.: County of New York ) On the 30th of April in the year 2018 before me, the undersigned, personally appeared Stacey L. Sayetta, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. /s/Jane A. Singletary ------------------------- JANE A. SINGLETARY NOTARY PUBLIC - State of New York No. 01SI5063837 Qualified in New York County Commission Expires 7/29/2018 By: /s/Daniel R. Marx ----------------------- Daniel R. Marx Date: April 30, 2018 State of New York ) ) ss.: County of New York ) On the 30th of April in the year 2018 before me, the undersigned, personally appeared Daniel R. Marx, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. /s/Jane A. Singletary ------------------------- JANE A. SINGLETARY NOTARY PUBLIC - State of New York No. 01SI5063837 Qualified in New York County Commission Expires 7/29/2018 Exhibit 24.2 - POWER OF ATTORNEY Know all by these presents, that Edward P. Garden ("Principal"), acting on behalf of the undersigned, hereby constitutes and appoints each of Brian L. Schorr, Stuart I. Rosen, Stacey L. Sayetta and Daniel R. Marx, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) complete and execute for and on behalf of the undersigned, in the Principal's capacity as a member of Trian Fund Management GP, LLC, the general partner of the undersigned, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and Form 144 in accordance with the Securities Act of 1933 and the rules thereunder, in each case with respect to securities of Pentair plc (the "Company"); and (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or Form 144, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 ("Section 16"). The undersigned hereby agrees on behalf of the undersigned and the undersigned's heirs, executors, legal representatives and assigns to indemnify, defend and hold each of the foregoing attorneys-in-fact harmless from and against any and all claims that may arise against such attorney-in-fact by reason of any violation by the undersigned of the undersigned's responsibilities under Section 16 or any other claim relating to any action taken by such attorney-in-fact pursuant to this Power of Attorney. CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the "principal," you give the person whom you choose (your "agent") authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority. When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. "Important Information for the Agent" at the end of this document describes your agent's responsibilities. Your agent can act on your behalf only after signing the Power of Attorney before a notary public. You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located. You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly. Your agent cannot make health care decisions for you. You may execute a "Health Care Proxy" to do this. The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us. If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you. This Power of Attorney shall remain in full force and effect until Principal is no longer required to file any of Form 3, 4 or 5 or Form 144 with respect to Principal's holdings of and transactions in securities issued by the Company, unless earlier revoked by Principal in a signed writing delivered to any of the foregoing attorneys-in-fact. This Power of Attorney does not revoke or replace any other power of attorney that Principal has previously granted. IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must: (1) act according to any instructions from the principal, or, where there are no instructions, in the principal's best interest; (2) avoid conflicts that would impair your ability to act in the principal's best interest; (3) keep the principal's property separate and distinct from any assets you own or control, unless otherwise permitted by law; (4) keep a record or all receipts, payments, and transactions conducted for the principal; and (5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal's name and signing your own name as "agent" in either of the following manner: (Principal's Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal's Name). You may not use the principal's assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal's best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal's guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice. Liability of agent: The meaning of the authority given to you is defined in New York's General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation. IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of the dated specified below. TRIAN FUND MANAGEMENT, L.P. By: Trian Fund Management GP, LLC, General Partner By: /s/Edward P. Garden ----------------------- Name: Edward P. Garden Title: Member Date: April 30, 2018 State of New York ) )ss.: County of New York ) On the 30th of April in the year 2018 before me, the undersigned, personally appeared Edward P. Garden, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument /s/Jane A. Singletary ------------------------- JANE A. SINGLETARY NOTARY PUBLIC - State of New York No. 01SI5063837 Qualified in New York County Commission Expires 7/29/2018 By: /s/Brian L. Schorr ----------------------- Brian L. Schorr Date: April 30, 2018 State of New York ) ) ss.: County of New York ) On the 30th of April in the year 2018 before me, the undersigned, personally appeared Brian L. Schorr, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. /s/Jane A. Singletary ------------------------- JANE A. SINGLETARY NOTARY PUBLIC - State of New York No. 01SI5063837 Qualified in New York County Commission Expires 7/29/2018 By: /s/Stuart I. Rosen ----------------------- Stuart I. Rosen Date: April 30, 2018 State of New York ) ) ss.: County of New York ) On the 30th of April in the year 2018 before me, the undersigned, personally appeared Stuart I. Rosen, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. /s/Jane A. Singletary ------------------------- JANE A. SINGLETARY NOTARY PUBLIC - State of New York No. 01SI5063837 Qualified in New York County Commission Expires 7/29/2018 By: /s/Stacey L. Sayetta ----------------------- Stacey L. Sayetta Date: April 30, 2018 State of New York ) ) ss.: County of New York ) On the 30th of April in the year 2018 before me, the undersigned, personally appeared Stacey L. Sayetta, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. /s/Jane A. Singletary ------------------------- JANE A. SINGLETARY NOTARY PUBLIC - State of New York No. 01SI5063837 Qualified in New York County Commission Expires 7/29/2018 By: /s/Daniel R. Marx ----------------------- Daniel R. Marx Date: April 30, 2018 State of New York ) ) ss.: County of New York ) On the 30th of April in the year 2018 before me, the undersigned, personally appeared Daniel R. Marx, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. /s/Jane A. Singletary ------------------------- JANE A. SINGLETARY NOTARY PUBLIC - State of New York No. 01SI5063837 Qualified in New York County Commission Expires 7/29/2018