(Name of Issuer)
Common Stock, $0.001 par value per share |
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(Title of Class of Securities)
29076N 20 6 |
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(CUSIP Number)
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Frank S. Vellucci, Esq.
Chadbourne & Parke LLP 1301 Avenue of the Americas New York, New York 10019-6022 (212) 408-5100 |
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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March 24, 2017 |
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 29076N 20 6
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13D
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Stillwater Holdings LLC (f/k/a Stillwater LLC)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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6,660,834(1)
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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6,660,834(1)
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10
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SHARED DISPOSITIVE POWER
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9,398,326(2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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16,059,160
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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37.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1) |
Consists of Issuer's Common Stock and shares of the Issuer's Common Stock issuable upon conversion of Series B Convertible Preferred Stock issued on December 22, 2008.
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(2) |
Consists of Issuer's Common Stock, shares of the Issuer's Common Stock issuable upon conversion of Series B Convertible Preferred Stock issued on December 22, 2008 and shares of the Issuer's Common Stock issuable upon exercise of Common Stock Purchase Warrants dated August 24, 2016 and May 24, 2017 held by (i) a corporation in which the sole member of Stillwater Holdings LLC is the investment manager, (ii) a company in which the sole member of Stillwater Holdings LLC is the sole manager and president, and (iii) a trust in which the sole member of Stillwater Holdings LLC has investment control over such securities. This amount does not include 100,000 shares underlying the warrant acquired on March 24, 2017 (as described in more detail in Items 5 and 6 of this filing), which will be deemed beneficially owned on July 26, 2017. This report shall not be deemed an admission that Stillwater Holdings LLC is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and Stillwater Holdings LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
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CUSIP No. 29076N 20 6
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13D
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Ginola Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Jersey (Channel Islands)
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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3,124,186(3)
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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3,124,186(3)
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10
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SHARED DISPOSITIVE POWER
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1,856,508(4)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,980,694
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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13.4%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(3) |
Consists of Issuer's Common Stock, shares of the Issuer's Common Stock issuable upon conversion of Series B Convertible Preferred Stock issued on December 22, 2008 and shares of the Issuer's Common Stock issuable upon exercise of Common Stock Purchase Warrants dated December 17, 2015.
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(4) |
Consists of Issuer's Common Stock and shares of the Issuer's Common Stock issuable upon conversion of Series B Convertible Preferred Stock issued on December 22, 2008 held by trusts and holding companies with common directors and/or controlling shareholders as Ginola Limited. This report shall not be deemed an admission that Ginola Limited is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and Ginola Limited disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
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CUSIP No. 29076N 20 6
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13D
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Common Stock
Beneficially Owned |
Percent
of Class
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(a)
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Stillwater (1)
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16,059,160
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37.7%
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Ginola (3)(4)
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4,980,694
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13.4%
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(b)
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Stillwater
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Sole Voting Power
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6,660,834
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16.5%
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Shared Voting Power
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- 0 -
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0%
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Sole Dispositive Power
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6,660,834
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16.5
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Shared Dispositive Power (2)
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9,398,326
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25.4%
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Ginola
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Sole Voting Power
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3,124,186
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8.6%
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Shared Voting Power
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- 0 -
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0%
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Sole Dispositive Power
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3,124,186
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8.6%
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Shared Dispositive Power (4)
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1,856,508
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5.2%
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(1) |
Consists of Issuer's Common Stock and shares of the Issuer's Common Stock issuable upon conversion of Series B Convertible Preferred Stock issued on December 22, 2008.
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(2) |
Consists of Issuer's Common Stock, shares of the Issuer's Common Stock issuable upon conversion of Series B Convertible Preferred Stock issued on December 22, 2008 and shares of the Issuer's Common Stock issuable upon exercise of Common Stock Purchase Warrants dated August 24, 2016 and May 24, 2017 held by (i) a corporation in which the sole member of Stillwater Holdings LLC is the investment manager, (ii) a company in which the sole member of Stillwater Holdings LLC is the sole manager and president, and (iii) a trust in which the sole member of Stillwater Holdings LLC has investment control over such securities. This amount does not include 100,000 shares underlying the warrant acquired on March 24, 2017 (as described in more detail in Items 5 and 6 of this filing), which will be deemed beneficially owned on July 26, 2017. This report shall not be deemed an admission that Stillwater Holdings LLC is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and Stillwater Holdings LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
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(3) |
Consists of Issuer's Common Stock, shares of the Issuer's Common Stock issuable upon conversion of Series B Convertible Preferred Stock issued on December 22, 2008 and shares of the Issuer's Common Stock issuable upon exercise of Common Stock Purchase Warrants dated December 17, 2015.
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(4)
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Consists of Issuer's Common Stock and shares of the Issuer's Common Stock issuable upon conversion of Series B Convertible Preferred Stock issued on December 22, 2008 held by trusts and holding companies with common directors and/or controlling shareholders as Ginola. This report shall not be deemed an admission that Ginola is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and Ginola disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
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CUSIP No. 29076N 20 6
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13D
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(c) Since the August 24, 2016 filing of Amendment No. 16 to Schedule 13D, the following transactions were effected:
(i) On March 24, 2017, a company in which the sole member of Stillwater is the sole manager and president ("Stillwater Affiliate") entered into an unsecured debt financing arrangement with Issuer (the "Line Letter Agreement") whereby the Issuer may borrow up to $2 million for general working capital purposes and up to an additional $3 million should the Issuer's primary lender not provide borrowing availability under its normal terms and conditions. As additional consideration for entering into the Line Letter Agreement, the Issuer paid Stillwater Affiliate a non-refundable origination fee of $50,000 and issued warrants to Stillwater Affiliate to purchase up to 100,000 shares of the Issuer's common stock at an exercise price of $2.25 per share, the closing market price of the Issuer's common stock on the date the Line Letter Agreement was executed. Such warrant is not exercisable until September 24, 2017. The foregoing is described further in the Issuer's Form 10-K filed on March 29, 2017
(ii) On May 24, 2017, as part of an underwritten offering, Stillwater Affiliate purchased 50,000 shares of Issuer's Common Stock at $2.00 per share and received a Common Stock Purchase Warrant to purchase 25,000 shares of Issuer's Common Stock with an exercise price of $2.45 per share, exercisable on May 24, 2017 and expires on May 24, 2022, for $100,000, as such transaction is described further in the Issuer's Form 8-K filed on May 24, 2017.
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(d) Not applicable.
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(e) Not applicable.
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Exhibit No.
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Description
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1
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Agreement of Reporting Persons to file joint statement on Schedule 13D
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CUSIP No. 29076N 20 6
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13D
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Date: May 26, 2017
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STILLWATER HOLDINGS LLC
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By:
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/s/ Mortimer D. A. Sackler
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Name:
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Mortimer D.A. Sackler
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Title:
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President
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GINOLA LIMITED
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By:
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/s/ Jonathan White
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Name:
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Jonathan White
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Title:
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Director
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CUSIP No. 29076N 20 6
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13D
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STILLWATER LLC
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By:
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/s/ Mortimer D.A. Sackler
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Name:
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Mortimer D.A. Sackler
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Title:
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President
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GINOLA LIMITED
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By:
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/s/ Emma de Ste. Croix
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Name:
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Emma de Ste. Croix
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Title:
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Alternate Director
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