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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. 4)*
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LPL FINANCIAL HOLDINGS INC.
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(Name of Issuer)
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COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(Title of Class of Securities)
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50212V100
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(CUSIP Number)
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December 14, 2018
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(Date of Event which Requires Filing of this Statement)
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☐ |
Rule 13d-1(b)
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☒ |
Rule 13d-1(c)
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☐ |
Rule 13d-1(d)
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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 disclosures provided in a prior cover page.
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1.
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Names of Reporting Persons
SPO Partners II, 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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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
0
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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
0
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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
0
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10.
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Check 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)
0.0%
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12.
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Type of Reporting Person (See Instructions)
(PN)
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1.
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Names of Reporting Persons
SPO Advisory Partners, 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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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
0
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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
0
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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
0
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10.
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Check 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)
0.0%
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12.
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Type of Reporting Person (See Instructions)
(PN)
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1.
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Names of Reporting Persons
San Francisco Partners, 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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Citizenship or Place of Organization
California
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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
0
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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
0
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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
0
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10.
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Check 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)
0.0%
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12.
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Type of Reporting Person (See Instructions)
(PN)
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1.
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Names of Reporting Persons
SF Advisory Partners, 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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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
0
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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
0
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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
0
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10.
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Check 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)
0.0%
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12.
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Type of Reporting Person (See Instructions)
(PN)
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1.
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Names of Reporting Persons
SPO Advisory Corp.
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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
0
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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
0
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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
0
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10.
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Check 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)
0.0%
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12.
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Type of Reporting Person (See Instructions)
(CO)
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1.
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Names of Reporting Persons
John H. Scully
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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
USA
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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
0
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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
0
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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
0
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10.
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Check 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)
0.0%
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12.
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Type of Reporting Person (See Instructions)
(IN)
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1.
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Names of Reporting Persons
Phoebe Snow Foundation, Inc.
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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
California
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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
0
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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
0
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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
0
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10.
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Check 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)
0.0%
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12.
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Type of Reporting Person (See Instructions)
(CO)
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1.
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Names of Reporting Persons
Eli J. Weinberg
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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
USA
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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
0
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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
0
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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
0
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10.
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Check 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)
0.0%
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12.
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Type of Reporting Person (See Instructions)
(IN)
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1.
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Names of Reporting Persons
Ronak R. Gandhi
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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
USA
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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
120
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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
120
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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
120
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10.
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Check 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)
**0.1%
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12.
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Type of Reporting Person (See Instructions)
(IN)
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** |
Denotes less than. |
Item 1.
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(a)
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Name of Issuer
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LPL Financial Holdings Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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75 State Street,
Boston, Massachusetts 02109
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Item 2.
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(a)
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Name of Person Filing
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SPO Partners II, L.P., a Delaware limited partnership (“SPO”), SPO Advisory Partners, L.P., a Delaware limited partnership (“SPO Advisory
Partners”), San Francisco Partners, L.P., a California limited partnership (“SFP”), SF Advisory Partners, L.P., a Delaware limited partnership (“SF Advisory Partners”), SPO Advisory Corp., a Delaware corporation (“SPO Advisory Corp.”),
John H. Scully (“JHS”), Phoebe Snow Foundation, Inc., a California corporation (“PSF”), Eli J. Weinberg (“EJW”) and Ronak R. Gandhi (“RRG”) are sometimes hereinafter referred to as the “Reporting Persons.”
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The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”), although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists.
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(b), (c)
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Address of Principal Business Office or, if None, Residence; Citizenship of Reporting Persons
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The principal business address of SPO is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SPO is a Delaware limited
partnership.
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The principal business address of SPO Advisory Partners is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SPO
Advisory Partners is a Delaware limited partnership.
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The principal business address of SFP is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SFP is a California limited
partnership.
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The principal business address of SF Advisory Partners is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SF Advisory
Partners is a Delaware limited partnership.
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The principal business address of SPO Advisory Corp. is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SPO Advisory
Corp. is a Delaware corporation.
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The principal business address of JHS is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. JHS is a citizen of the
United States of America.
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The principal business address of PSF is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. PSF is a California
corporation.
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The principal business address of EJW is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. EJW is a citizen of the
United States of America.
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The principal business address of RRG is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. RRG is a citizen of the
United States of America.
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(d)
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Title of Class of Securities
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Common Stock, par value $0.001 per share
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(e)
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CUSIP Number:
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50212V100
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Item 3.
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Statement filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c):
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Not Applicable.
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Item 4.
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Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
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(b)
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(a)
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(c)(i)
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(c)(ii)
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(c)(iii)
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(c)(iv)
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Common Shares
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Voting Power |
Disposition Power
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Reporting Persons
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Percent of Class
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Beneficially Owned
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Sole
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Shared
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Sole
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Shared
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SPO Partners II, L.P.
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0.0%
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0 |
0 |
0
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0 |
0
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SPO Advisory Partners, L.P.
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0.0%
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0 |
0 |
0
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0 |
0
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San Francisco Partners, L.P.
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0.0%
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0 |
0 |
0
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0 |
0
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SF Advisory Partners, L.P.
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0.0%
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0 |
0 |
0
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0 |
0
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SPO Advisory Corp.
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0.0%
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0 |
0 |
0
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0 |
0
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John H. Scully
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0.0%
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0 |
0 |
0
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0 |
0
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Phoebe Snow Foundation, Inc.
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0.0%
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0 |
0 |
0
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0 |
0
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Eli J. Weinberg
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0.0%
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0 |
0
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0
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0
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0
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Ronak R. Gandhi
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**0.1%
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120 |
120
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0
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120
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0
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** |
Denotes less than
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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 ☒.
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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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No other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from, or other proceeds from the sale of, the common shares held by the Reporting Persons.
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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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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
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Item 10.
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Certification.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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, other than activities solely in connection with a nomination under § 240.14a-11.
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December 14, 2018
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Date
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/s/ Kim M. Silva
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Signature
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Kim M. Silva
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Attorney-in-fact for:
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SPO Partners II, L.P. (1)
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SPO Advisory Partners, L.P. (1)
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San Francisco Partners, L.P. (1)
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SF Advisory Partners, L.P. (1)
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SPO Advisory Corp. (1)
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John H. Scully (1)
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Phoebe Snow Foundation, Inc. (1)
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Eli J. Weinberg (1)
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Ronak R. Gandhi (2)
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(1) |
A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has been previously filed with the Securities and Exchange Commission on December
22, 2014.
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(2) |
A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has been previously filed with the Securities and Exchange Commission on February
14, 2017.
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Exhibit
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Document Description
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A
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Agreement Pursuant to Rule 13d-1(k)
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B
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Power of Attorney (previously filed on December 22, 2014)
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C
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Power of Attorney (previously filed on February 14, 2017)
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