-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NJeqozCfVqPkV2ZcsJURy86dcFt4IEUETHrGm5XE8w3ucmxhJwo7GPG1xxFITO+H TFWLWOkWziz8CX5C+HAf0g== 0000906305-96-000028.txt : 19961202 0000906305-96-000028.hdr.sgml : 19961202 ACCESSION NUMBER: 0000906305-96-000028 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961126 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CELLULAR COMMUNICATIONS INTERNATIONAL INC CENTRAL INDEX KEY: 0000870762 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 133221852 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41735 FILM NUMBER: 96672554 BUSINESS ADDRESS: STREET 1: 110 E 59TH ST STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129068480 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL CELLULAR INC DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAWSON SAMBERG CAPITAL MANAGEMENT INC /CT CENTRAL INDEX KEY: 0000906305 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061033494 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 354 PEQUOT AVE CITY: SOUTHPORT STATE: CT ZIP: 06490 BUSINESS PHONE: 2032540091 MAIL ADDRESS: STREET 1: 354 PEQUOT AVE CITY: SOUTHPORT STATE: CT ZIP: 06490 SC 13D/A 1 CELLULAR COMMUNICATIONS INT'L., INC., SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) CELLULAR COMMUNICATIONS, INC. (Name of Issuer) Common (Title of Class of Securities) 150918100 (CUSIP Number) Dawson-Samberg Capital Management, Inc., 354 Pequot Ave., Southport CT 06490 203/254-0091 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 21, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box o. Check the following box if a fee is being paid with this statement o. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 Name of Reporting Person DAWSON-SAMBERG CAPITAL MANAGEMENT, INC. IRS Identification No. of Above Person 06-1033494 2 Check the Appropriate Box if a Member of a Group (a) o (b) o 3 SEC USE ONLY 4 Source of Funds 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization CONNECTICUT 7 Sole Voting Power 0 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 9 Sole Dispositive Power 0 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 0 14 Type of Reporting Person IA 1 Name of Reporting Person PEQUOT GENERAL PARTNERS IRS Identification No. of Above Person 06-1321556 2 Check the Appropriate Box if a Member of a Group (a) o (b) o 3 SEC USE ONLY 4 Source of Funds AF 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization CONNECTICUT 7 Sole Voting Power 0 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 9 Sole Dispositive Power 0 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 0 14 Type of Reporting Person PN 1 Name of Reporting Person DS INTERNATIONAL PARTNERS, L.P. IRS Identification No. of Above Person 06-1324895 2 Check the Appropriate Box if a Member of a Group (a) o (b) o 3 SEC USE ONLY 4 Source of Funds AF 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization DELAWARE 7 Sole Voting Power 0 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 9 Sole Dispositive Power 0 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 0 14 Type of Reporting Person PN 1 Name of Reporting Person PEQUOT ENDOWMENT PARTNERS, L.P. IRS Identification No. of Above Person 06-1383498 2 Check the Appropriate Box if a Member of a Group (a) o (b) o 3 SEC USE ONLY 4 Source of Funds AF 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization DELAWARE 7 Sole Voting Power 0 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 9 Sole Dispositive Power 0 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 0 14 Type of Reporting Person PN This Amendment No. 2 relates to the Common Stock, $.01 par value, (the "Shares") of Cellular Communications International, Inc., (the "Company" or "CCIL"), a Delaware corporation. ITEM 1. SECURITY AND ISSUER No Change ITEM 2. IDENTITY AND BACKGROUND This statement is being filed on behalf of Dawson-Samberg Capital Management, Inc. ("Dawson-Samberg"), a Connecticut corporation, Pequot General Partners, a Connecticut partnership, Pequot Endowment Partners, L.P., a Delaware partnership and DS International Partners, L.P., a Delaware partnership (collectively, the "Reporting Persons"). The principal business of Dawson-Samberg, an investment adviser registered under the Investment Advisers Act of 1940, is to act as investment adviser to certain managed accounts. The principal shareholders at Dawson-Samberg are Messrs. Jonathan T. Dawson and Arthur J. Samberg. The sole business of Pequot General Partners is to serve as the general partner of Pequot Partners Fund, L.P. ("Pequot"), a limited partnership formed under the laws of Delaware to invest and trade primarily in securities and financial instruments. Messrs. Dawson and Samberg are general partners of Pequot General Partners. The sole business of Pequot Endowment Partners, L.P. is to serve as the investment manager of Pequot Endowment Fund,L.P. ("Pequot Endowment"), a partnership formed under the laws of Delaware to invest and trade primarily in securities and financial instruments. Messrs. Dawson and Samberg are general partners of Pequot Endowment Partners. The sole business of DS International Partners, L.P. is to serve as the investment manager of Pequot International Fund, Inc. ("Pequot International") a corporation formed under the laws of British Virgin Islands to invest and trade primarily in securities and financial instruments. Messrs. Dawson and Samberg are general partners of DS International Partners, L.P. The business address of the Reporting Persons is 354 Pequot Avenue, Southport, CT 06490. None of the Reporting Persons, their respective General Partners, officers, directors or controlling persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors None of the Reporting Persons, their respective General Partners, officers, directors or controlling persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION No Change ITEM 4. PURPOSE OF TRANSACTION No Change ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As of the date hereof, the Reporting Persons do not beneficially own any Shares. A description of the transactions of the Reporting Persons in the Shares that were effected during the past 60 days is set forth on Exhibit B. The Reporting Persons ceased to be the beneficial owners of more than 5% of the Common Stock on November 21, 1996. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None ITEM 7. MATERIAL TO BE FILED AS EXHIBITS A copy of a written agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is attached hereto as Exhibit A. In accordance with Rule 101(a)(2)(ii) of Regulation S-T, attached hereto as Exhibit C is the text of the Schedule 13D--Amendment No. 1 that was filed by the Reporting Persons with the Commission on February 17, 1995, and Exhibit D is the text of the original Schedule 13D that was filed with the Commission on December 19, 1994. After a reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. November 26, 1996 Dawson-Samberg Capital Management, Inc. By: /s/ Arthur J. Samberg Arthur J. Samberg, President Pequot General Partners By: /s/ Arthur J. Samberg Arthur J. Samberg, General Partner DS International Partners, L.P. By: /s/ Arthur J. Samberg Arthur J. Samberg, General Partner Pequot Endowment Partners, L.P. By: /s/ Arthur J. Samberg Arthur J. Samberg, General Partner EXHIBIT A AGREEMENT The undersigned agree that this Amendment Number 1 to Schedule 13D dated November 26, 1996 relating to the Shares of Cellular Communications International, Inc. shall be filed on behalf of the undersigned. Dawson-Samberg Capital Management, Inc. By: /s/ Arthur J. Samberg Arthur J. Samberg, President Pequot General Partners By:/s/ Arthur J. Samberg Arthur J. Samberg, General Partner DS International Partners, L.P. By:/s/ Arthur J. Samberg Arthur J. Samberg, General Partner Pequot Endowment Partners, L.P. By: /s/ Arthur J. Samberg Arthur J. Samberg, General Partner
EXHIBIT B - Schedule 13D Amendment No. 2 CELLULAR COMMUNICATIONS INT'L, INC. SCHEDULE 13D COMMON STOCK, $ .01 PAR VALUE CUSIP # 150918100 PEQUOT PEQUOT PEQUOT DAWSON PARTNERS INTERNATIONAL ENDOWMENT SOUTHPORT SAMBERG # OF SHARES FUND, L.P. FUND, LTD. FUND, L.P. MGMT , LP CAPITAL MGMT TRADE PURCHASED TAX I.D. # TAX I.D. # TAX I.D. # TAX I.D. # TAX I.D. # DATE (SOLD) PRICE 22-2741859 FOREIGN CORP. 06-1388800 06-6243396 06-1033494 - -------------- ------------ ------- ----------- -------------- ----------- ----------- ------------- TOTAL SHARES @ 07/24/96 549,350 231,600 215,100 50 33,000 69,600 ------------ ----------- -------------- ----------- ----------- ------------- 11/21/96 (549,350) 26.2500 (231,600) (215,100) (50) (33,000) (69,600) ------------ ----------- -------------- ----------- ----------- ------------- TOTAL SHARES @ 11/21/96 0 0 0 0 0 0 ============ =========== ============== =========== =========== =============
EXHIBIT C THIS DOCUMENT IS A COPY OF SCHEDULE 13D --AMENDMENT No. 1 THAT WAS FILED ON 2/17/95 ITEM 1. SECURITY AND ISSUER On December 19, 1994, the Reporting Persons filed a Schedule 13D relative to their holdings of 5.11% of the Common Stock of Cellular Communications International ("CCIL"), a Delaware corporation. This Amendment Number 1 sets forth changes in the information previously filed. Each item with any change has been set forth herein in full. ITEM 2. IDENTITY AND BACKGROUND This statement is being filed on behalf of Dawson-Samberg Capital Management, Inc. ("Dawson-Samberg"), a Connecticut corporation, Pequot General Partners, a Connecticut partnership and DS International Partners, L.P., a Delaware partnership (collectively, the "Reporting Persons"). The principal business of Dawson-Samberg, an investment adviser registered under the Investment Advisers Act of 1940, is to act as investment adviser to certain managed accounts. The principal shareholders at Dawson-Samberg are Messrs. Jonathan T. Dawson and Arthur J. Samberg. The sole business of Pequot General Partners is to serve as the general partner of Pequot Partners Fund, L.P. ("Pequot"), a limited partnership formed under the laws of Delaware to invest and trade primarily in securities and financial instruments. Messrs. Dawson and Samberg are general partners of Pequot General Partners. The sole business of DS International Partners, L.P. is to serve as the investment manager of Pequot International Fund, Inc. ("Pequot International") a corporation formed under the laws of British Virgin Islands to invest and trade primarily in securities and financial instruments. Messrs. Dawson and Samberg are general partners of DS International Partners, L.P. The business address of the Reporting Persons is 354 Pequot Avenue, Southport, CT 06490. None of the Reporting Persons, their respective General Partners, officers, directors or controlling persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors None of the Reporting Persons, their respective General Partners, officers, directors or controlling persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of the date hereof, the Reporting Persons beneficially own in the aggregate 639,750 Shares. Of the 639,750 Shares, 201,600 are owned by Pequot, 244,250 shares are held in managed accounts for which Dawson-Samberg acts as investment adviser, and 193,700 shares are owned by Pequot International. The 639,750 Shares were purchased in open market transactions at an aggregate cost of $20,812,664. The funds for the purchase of Shares held by Pequot and Pequot International were obtained from the contributions of their various partners/shareholders. The funds for the acquisition of the Shares held by the managed accounts came from their own funds. ITEM 4. PURPOSE OF TRANSACTION The acquisition of Shares described herein were made for investment purposes. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) (b) (c) As of the date hereof, the Reporting Persons beneficially own in the aggregate 639,750 Shares. These Shares represent approximately 6.30% of the 10,147,237 Shares believed to be outstanding. Dawson-Samberg has the sole power to vote, direct the vote, dispose and direct the disposition of the 244,250 Shares held in the managed accounts. Pequot General Partners has the sole power to vote, direct the vote, dispose and direct the disposition of the 201,600 Shares owned by Pequot. DS International Partners, L.P. has the sole power to vote, direct the vote, dispose and direct the disposition of the 193,700 Shares owned by Pequot International. A description of the transactions of the Reporting Persons in the Shares that were effected during the past 60 days is set forth below: Trade Date Number of Shares Price Per Share 12/12/94 6,000 $41.96 12/13/94 7,500 41.50 12/30/94 7,500 43.50 01/05/95 25,000 44.22 01/06/95 25,000 48.72 01/09/95 10,000 48.03 01/10/95 5,000 48.50 01/11/95 15,000 46.50 01/12/95 10,000 46.13 (d) Not Applicable (e) Not Applicable ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None ITEM 7. MATERIAL TO BE FILED AS EXHIBITS A copy of a written agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is attached hereto as Exhibit A. Dawson-Samberg Capital Management, Inc. By: /s/Judith A. Mack Arthur J. Samberg, President By: Judith A. Mack, Attorney-in-Fact Pequot General Partners By: /s/Judith A. Mack Arthur J. Samberg, General Partner By: Judith A. Mack, Attorney-in-Fact DS International Partners, L.P. By: /s/Judith A. Mack Arthur J. Samberg, General Partner By: Judith A. Mack, Attorney-in-Fact EXHIBIT A AGREEMENT The undersigned agree that this Amendment Number 1 to Schedule 13D dated February 17, 1995 relating to the Shares of Cellular Communications International, Inc. shall be filed on behalf of the undersigned. Dawson-Samberg Capital Management, Inc. By: /s/Judith A. Mack Arthur J. Samberg, President By: Judith A. Mack, Attorney-in-Fact Pequot General Partners By: /s/Judith A. Mack Arthur J. Samberg, General Partner By: Judith A. Mack, Attorney-in-Fact DS International Partners, L.P. By: /s/Judith A. Mack Arthur J. Samberg, General Partner By: Judith A. Mack, Attorney-in-Fact EXHIBIT D THIS DOCUMENT IS A COPY OF THE ORIGINAL SCHEDULE 13D THAT WAS FILED ON 12/19/94 ITEM 1. SECURITY AND ISSUER This statement relates to the Common Stock, par value .01, (the "Shares"), of Cellular Communications International, Inc. ("CCIL"), a Delaware corporation. CCIL's principal executive office is located at 150 East 58th Street, New York, NY 10155. ITEM 2. IDENTITY AND BACKGROUND This statement is being filed on behalf of Dawson-Samberg Capital Management, Inc. ("Dawson-Samberg"), a Connecticut corporation, Pequot General Partners, a Connecticut partnership and DS International Partners, L.P., a Delaware partnership (collectively, the "Reporting Persons"). The principal business of Dawson-Samberg, an investment adviser registered under the Investment Advisers Act of 1940, is to act as investment adviser to certain managed accounts. The principal shareholders at Dawson-Samberg are Messrs. Jonathan T. Dawson and Arthur J. Samberg. The sole business of Pequot General Partners is to serve as the general partner of Pequot Partners Fund, L.P. ("Pequot"), a limited partnership formed under the laws of Delaware to invest and trade primarily in securities and financial instruments. Messrs. Dawson and Samberg are general partners of Pequot General Partners. The sole business of DS International Partners, L.P. is to serve as the investment manager of Pequot International Fund, Inc. ("Pequot International") a corporation formed under the laws of British Virgin Islands to invest and trade primarily in securities and financial instruments. Messrs. Dawson and Samberg are general partners of DS International Partners, L.P. The business address of the Reporting Persons is 354 Pequot Avenue, Southport, CT 06490. None of the Reporting Persons, their respective General Partners, officers, directors or controlling persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors None of the Reporting Persons, their respective General Partners, officers, directors or controlling persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of the date hereof, the Reporting Persons beneficially own in the aggregate 518,450 Shares. Of the 518,450 Shares, 165,200 shares are owned by Pequot, 198,150 shares are held in managed accounts for which Dawson-Samberg acts as investment adviser, and 155,100 shares are owned by Pequot International. The 518,450 Shares were purchased in open market transactions at an aggregate cost of $15,273,575. The funds for the purchase of Shares held by Pequot and Pequot International were obtained from the contributions of their various partners/shareholders. The funds for the acquisition of the Shares held by the managed accounts came from their own funds. ITEM 4. PURPOSE OF TRANSACTION The acquisition of Shares described herein were made for investment purposes. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Not Applicable (b) Not Applicable (c) As of the date hereof, the Reporting Persons beneficially own in the aggregate 518,450 Shares. These Shares represent approximately 5.11% of the 10,147,237 Shares believed to be outstanding. Dawson-Samberg has the sole power to vote, direct the vote, dispose and direct the disposition of the 198,150 Shares held in the managed accounts. Pequot General Partners has the sole power to vote, direct the vote, dispose and direct the disposition of the 165,200 Shares owned by Pequot. DS International Partners, L.P. has the sole power to vote, direct the vote, dispose and direct the disposition of the 155,100 Shares owned by Pequot International. A description of the transactions of the Reporting Persons in the Shares that were effected during the past 60 days is set forth below: Trade Date Number of Shares Price Per Share 11/30/94 36,300 $42.63 12/01/94 9,700 42.21 12/01/94 Sale (2,200) 42.50 12/02/94 20,000 43.25 12/05/94 7,500 43.46 12/06/94 10,000 42.63 12/07/94 5,000 42.00 12/08/94 10,300 42.18 12/09/94 15,000 42.19 (d) Not Applicable (e) Not Applicable ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None ITEM 7. MATERIAL TO BE FILED AS EXHIBITS A copy of a written agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is attached hereto as Exhibit A. Dawson-Samberg Capital Management, Inc. By: /s/ Judith A. Mack Arthur J. Samberg, President By: Judith A. Mack, Attorney-in-Fact EXHIBIT A AGREEMENT The undersigned agree that this Schedule 13D dated December 19, 1994 relating to the Shares of Cellular Communications International, Inc. shall be filed on behalf of the undersigned. Dawson-Samberg Capital Management, Inc. By: /s/ Judith A. Mack Arthur J. Samberg, President By: Judith A. Mack , Attorney-in-Fact Pequot General Partners By:/s/ Judith A. Mack Arthur J. Samberg, General Partner By: Judith A. Mack , Attorney-in-Fact DS International Partners, L.P. By:/s/ Judith A. Mack Arthur J. Samberg, General Partner By: Judith A. Mack , Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----