[ ]
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Rule 13d-1(b)
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[ ]
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Rule 13d-1(c)
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[X]
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Rule 13d-1(d)
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1.
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Names of Reporting Persons
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
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a.
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[ ]
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b.
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[X]
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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
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5.
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Sole Voting Power
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Number of
Shares
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125,000
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Beneficially
Owned By
Each
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6.
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Shared Voting Power
0
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Reporting
Person
With
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7.
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Sole Dispositive Power
125,000
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8.
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Shared Dispositive Power
|
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0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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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)
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12.
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Type of Reporting Person (See Instructions)
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CUSIP NO. 896047503
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Page 3 of 13 Pages
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1.
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Names of Reporting Persons
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
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a.
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[ ]
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b.
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[X]
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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
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5.
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Sole Voting Power
|
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Number of
Shares
|
125,000
|
|
Beneficially
Owned By
Each
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6.
|
Shared Voting Power
0
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Reporting
Person
With
|
7.
|
Sole Dispositive Power
125,000
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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
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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)
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12.
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Type of Reporting Person (See Instructions)
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CUSIP NO. 896047503
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Page 4 of 13 Pages
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Item 1(a).
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Name of Issuer:
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Tribune Media Company (the "Issuer").
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Item 1(b).
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Address of the Issuer's Principal Executive Offices:
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435 North Michigan Avenue
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Chicago, Illinois 60611
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Item 2(a).
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Name of Person Filing
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The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
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i)
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Angelo, Gordon & Co., L.P. (“Angelo, Gordon”); and
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ii)
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Michael L. Gordon, in his capacities as the managing member of JAMG LLC, which is the managing member of AG Partners, LLC, which is the sole general partner of Angelo, Gordon, and as the chief executive officer of Angelo, Gordon (“Mr. Gordon”).
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This statement relates to Shares (as defined herein) held for the account of a private investment fund for which Angelo, Gordon acts as investment adviser.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The address of the principal business office of each of the Reporting Persons is 245 Park Avenue, New York, New York 10167.
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Item 2(c).
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Citizenship:
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i)
|
Angelo, Gordon is a Delaware limited partnership; and
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ii)
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Mr. Gordon is a citizen of the United States.
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Item 2(d).
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Title of Class of Securities:
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Class A Common Stock, par value $0.001 (the “Shares”).
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Item 2(e).
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CUSIP Number:
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896047503
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CUSIP NO. 896047503
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Page 5 of 13 Pages
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
|||
i) Angelo, Gordon is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.
|
||||
iii) Mr. Gordon is a control person of Angelo, Gordon.
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||||
Item 4.
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Ownership:
|
|||
Item 4(a).
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Amount Beneficially Owned:
|
|||
As of the date hereof, each of Angelo, Gordon and Mr. Gordon may be deemed to be the beneficial owner of 125,000 Shares.
|
||||
Item 4(b).
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Percent of Class:
|
|||
According to the Issuer’s Form 10-Q filed on November 8, 2017, the number of Shares outstanding on October 31, 2017 was 87,300,994. Each of Angelo, Gordon and Mr. Gordon may be deemed to be the beneficial owner of approximately 0.14% of the total number of Shares outstanding.
|
||||
Item 4(c).
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Number of shares as to which such person has:
|
|||
Angelo, Gordon
|
||||
(i)
|
Sole power to vote or direct the vote
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125,000
|
||
(ii)
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Shared power to vote or to direct the vote
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0
|
||
(iii)
|
Sole power to dispose or to direct the disposition of
|
125,000
|
||
(iv)
|
Shared power to dispose or to direct the disposition of
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0
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Mr. Gordon
|
|||
(i)
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Sole power to vote or direct the vote
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125,000
|
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(ii)
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Shared power to vote or to direct the vote
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0
|
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(iii)
|
Sole power to dispose or to direct the disposition of
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125,000
|
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(iv)
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Shared power to dispose or to direct the disposition of
|
0
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CUSIP NO. 896047503
|
Page 6 of 13 Pages
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Item 5.
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Ownership of Five Percent or Less of a Class:
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
|
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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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The investors in the private investment fund for which Angelo, Gordon acts as investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the accounts of the fund in accordance with their respective investment percentages in the private investment fund.
|
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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:
|
i) Angelo, Gordon is the relevant entity for which Mr. Gordon may be considered a control person.
|
|
ii) Angelo, Gordon is an investment adviser registered under the Investment Advisers Act of 1940.
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Item 8.
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Identification and Classification of Members of the Group:
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This Item 8 is not applicable.
|
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Item 9.
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Notice of Dissolution of Group:
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This Item 9 is not applicable.
|
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Item 10.
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Certification:
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By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP NO. 896047503
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Page 7 of 13 Pages
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ANGELO, GORDON & CO., L.P.
|
|
By: AG Partners, LLC
|
|
Its General Partner
|
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By: JAMG LLC
|
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Its Managing Member
|
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By: MICHAEL L. GORDON
|
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Its Managing Member
|
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By: /s/ Kirk Wickman
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Kirk Wickman
|
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Attorney-in-Fact
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Date: February 14, 2018
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MICHAEL L. GORDON
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By: /s/ Kirk Wickman
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Kirk Wickman
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Attorney-in-Fact
|
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CUSIP NO. 896047503
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Page 8 of 13 Pages
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A.
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Joint Filing Agreement, dated as of February 14, 2017, by and between Angelo, Gordon & Co., L.P. and Michael L. Gordon
|
9
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B.
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Power of Attorney granted by Michael L. Gordon in favor of Kirk Wickman and Joseph Wekselblatt, and D. Forest Wolfe, dated July 5, 2011
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10
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CUSIP NO. 896047503
|
Page 9 of 13 Pages
|
Date: February 14, 2017
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ANGELO, GORDON & CO., L.P.
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By: AG Partners, LLC
|
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Its General Partner
|
|
By: JAMG LLC
|
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Its Managing Member
|
|
By: MICHAEL L. GORDON
|
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Its Managing Member
|
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By: /s/ Kirk Wickman
|
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Kirk Wickman
|
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Attorney-in-Fact
|
Date: February 14, 2017
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MICHAEL L. GORDON
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By: /s/ Kirk Wickman
|
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Kirk Wickman
|
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Attorney-in-Fact
|
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CUSIP NO. 896047503
|
Page 10 of 13 Pages
|
1) |
execute and deliver for and on behalf of me, in my personal capacity or my capacity as one or more of an officer, director, managing member, or significant stockholder of Angelo, Gordon & Co., L.P., AG Partners, L.P., JAMG LLC or any of their subsidiaries (collectively, the “Company”), documents, certificates, instruments, statements, agreements, reports, schedules, or other filings to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Exchange Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Exchange Act;
|
2) |
do and perform any and all acts for and on behalf of me that such Attorney-in-Fact (in his or her sole discretion) determines may be necessary or desirable to complete and execute any such reports, schedules or other filings and timely file same with the SEC; and
|
3) |
take any other action of any type whatsoever in connection with the foregoing which, in the sole opinion of such Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by me, it being understood that the documents executed by such Attorney-in-Fact on behalf of me pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney-in-Fact may approve in his or her sole discretion.
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CUSIP NO. 896047503
|
Page 11 of 13 Pages
|
CUSIP NO. 896047503
|
Page 12 of 13 Pages
|
CUSIP NO. 896047503
|
Page 13 of 13 Pages
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