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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number)
W. Howard Keenan, Jr.
Yorktown Energy Partners VI, L.P.
410 Park Avenue
19th Floor
New York, New York 10022
(212) 515-2112
Copies to:
Ann Marie Cowdrey
Thompson & Knight LLP
One Arts Plaza
1722 Routh Street, Suite 1500
Dallas, Texas 75201-2533
(214) 969-1700
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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.
The information required on 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).
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1 |
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NAMES OF REPORTING PERSONS
YORKTOWN ENERGY PARTNERS VI, L.P. |
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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) o |
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(b) o |
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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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OO |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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4,500,637 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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4,500,637 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,500,637 (1) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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16.0 % (2) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
(1) Yorktown VI Company LP is the sole general
partner of Yorktown Energy Partners VI, L.P. Yorktown VI Associates LLC is
the sole general partner of Yorktown VI Company LP. As a result, Yorktown
VI Associates LLC may be deemed to have the power to vote or direct the
vote or to dispose or direct the disposition of the shares owned by Yorktown
Energy Partners VI, L.P.
Yorktown VI Company LP and Yorktown VI Associates LLC disclaim
beneficial ownership of the securities owned by Yorktown Energy
Partners VI, L.P. in excess of their pecuniary interests therein.
(2) Based on 28,174,674 shares of the
Common Stock of the Company
issued and outstanding as of November 7, 2011, as set forth in the Companys
quarterly report on Form 10-Q for the
quarter ended September 30, 2011, filed with the Securities
and Exchange Commission (the SEC) on November 7, 2011.
2
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1 |
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NAMES OF REPORTING PERSONS
YORKTOWN VI COMPANY LP |
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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) o |
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(b) o |
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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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OO |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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4,500,637 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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4,500,637 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,500,637 (1) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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16.0 % (2) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
(1) Yorktown VI Company LP is the sole general
partner of Yorktown Energy Partners VI, L.P. Yorktown VI Associates LLC is the sole
general partner of Yorktown VI Company LP. As a result, Yorktown VI Associates LLC
may be deemed to have the power to vote or direct the vote or to dispose or direct
the disposition of the shares owned by Yorktown Energy Partners VI, L.P. Yorktown
VI Company LP and Yorktown VI Associates LLC disclaim beneficial ownership of the
securities owned by Yorktown Energy Partners VI, L.P. in excess of their pecuniary
interests therein.
(2) Based on 28,174,674 shares of the
Common Stock of the Company
issued and outstanding as of November 7, 2011, as set forth in the Companys
quarterly report on Form 10-Q for the
quarter ended September 30, 2011, filed with the SEC on November 7, 2011.
3
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1 |
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NAMES OF REPORTING PERSONS
YORKTOWN VI ASSOCIATES LLC |
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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) o |
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(b) o |
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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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OO |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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4,500,637 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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4,500,637 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,500,637 (1) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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16.0 % (2) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
(1) Yorktown VI Company LP is the
sole general partner of Yorktown Energy Partners VI, L.P. Yorktown VI Associates
LLC is the sole general partner of Yorktown VI Company LP. As a result, Yorktown
VI Associates LLC may be deemed to have the power to vote or direct the vote or to
dispose or direct the disposition of the shares owned by Yorktown Energy Partners
VI, L.P. Yorktown VI Company LP and Yorktown VI Associates LLC disclaim
beneficial ownership of the securities owned by Yorktown Energy Partners
VI, L.P. in excess of their
pecuniary interests therein.
(2) Based on 28,174,674 shares
of the Common Stock of the Company issued and outstanding as
of November 7, 2011, as set forth in the Companys quarterly report on
Form 10-Q for the quarter ended September 30, 2011, filed with the SEC on November 7, 2011.
4
This Amendment No. 3 amends the Schedule 13D with respect to the Common Stock of Hallador
Energy Company, a Colorado corporation formerly known as Hallador Petroleum Company (the
Company), previously filed by Yorktown Energy Partners VI, L.P., a Delaware limited partnership
(Yorktown), with the SEC on December 30, 2005, as amended by Amendment No. 1 filed with the SEC
on May 24, 2011 and Amendment No. 2 filed with the SEC on August 22, 2011 (the Schedule 13D).
Capitalized terms used herein without definition shall have the meanings given to such terms in the
Schedule 13D.
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Item 5. |
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Interest in Securities of the Issuer. |
Subparagraphs a, b and c of Item 5 in the Schedule 13D are amended and restated in their
entirety by the following:
(a) Yorktown, the General Partner and the LLC beneficially own 4,500,637 shares of Common
Stock of the Company, representing 16.0% of the issued and outstanding shares of Common Stock of
the Company. All calculations made herein are made in accordance with Rule 13d-3(d) of the
Securities Exchange Act of 1934, as amended, and based on 28,174,674 shares of Common Stock of the
Company issued and outstanding as of November 7, 2011.
(b) The General Partner is the sole general partner of Yorktown. The LLC is the sole general
partner of the General Partner. The LLC has the sole power to cause the General Partner to cause
Yorktown to vote or direct the vote or to dispose or direct the disposition of the shares owned by
Yorktown.
(c) On November 15, 2011, Yorktown distributed in-kind, on a pro rata basis and for no
additional consideration, in accordance with its limited partnership agreement, an aggregate of
556,529 shares of Common Stock of the Company, to its limited and general partners (the
Distribution). Upon the consummation of the Distribution by Yorktown, the General Partner
distributed in-kind, on a pro rata basis and for no additional consideration, in accordance with
its limited partnership agreement, all 8,225 shares of Common Stock of the Company received in the
Distribution to its limited and general partners (the Subsequent Distribution). Upon the
consummation of the Subsequent Distribution by the General Partner, the LLC distributed in-kind, on
a pro rata basis and for no additional consideration, in accordance with its operating agreement,
all 43 shares of Common Stock of the Company received in the Subsequent Distribution to its
members.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: November 18, 2011
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YORKTOWN ENERGY PARTNERS VI, L.P. |
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By: |
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Yorktown VI Company LP, |
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its general partner |
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By: |
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Yorktown VI Associates LLC, |
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its general partner |
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By:
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/s/ Robert A. Signorino
Robert A. Signorino, Managing Member
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YORKTOWN VI COMPANY LP |
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By: |
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Yorktown VI Associates LLC, |
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its general partner |
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By:
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/s/ Robert A. Signorino
Robert A. Signorino, Managing Member
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YORKTOWN VI ASSOCIATES LLC |
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By: |
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/s/ Robert A. Signorino |
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Robert A. Signorino, Managing Member |
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