Amended Statement of Ownership (sc 13g/a)
2023年2月15日 - 8:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Plutonian
Acquisition Corp.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
72942P203
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* |
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 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).
Continued on following pages
Page 1 of 11 Pages
Exhibit Index:
10 Page
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SCHEDULE 13G |
CUSIP No. 72942P203 |
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Page
2
of 11 Pages |
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1 |
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NAMES OF
REPORTING PERSONS Harraden Circle Investors, LP |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (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
456,842 |
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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
456,842 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
456,842 |
10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 6.08% |
12 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) PN |
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SCHEDULE 13G |
CUSIP No. 72942P203 |
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Page
3
of 11 Pages |
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1 |
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NAMES OF
REPORTING PERSONS Harraden Circle Investors GP, LP |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (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 |
|
SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
456,842 |
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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
456,842 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
456,842 |
10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 6.08% |
12 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) PN, HC |
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SCHEDULE 13G |
CUSIP No. 72942P203 |
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Page
4
of 11 Pages |
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1 |
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NAMES OF
REPORTING PERSONS Harraden Circle Investors GP, LLC |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☐
|
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
456,842 |
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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
456,842 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
456,842 |
10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 6.08% |
12 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) OO, HC |
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SCHEDULE 13G |
CUSIP No. 72942P203 |
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Page
5
of 11 Pages |
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1 |
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NAMES OF
REPORTING PERSONS Harraden Circle Investments, LLC |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☐
|
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
473,398 |
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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
473,398 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
473,398 |
10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 6.3% |
12 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) OO, HC, IA |
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SCHEDULE 13G |
CUSIP No. 72942P203 |
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Page
6
of 11 Pages |
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1 |
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NAMES OF
REPORTING PERSONS Frederick V. Fortmiller, Jr. |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (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 United States of
America |
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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
15,102 |
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6 |
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SHARED VOTING POWER
473,398 |
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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
488,500 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
488,500 |
10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 6.5% |
12 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) IN, HC |
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SCHEDULE 13G |
CUSIP No. 72942P203 |
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Page
7
of 11 Pages |
Item 1(a). |
Name of Issuer |
Plutonian Acquisition Corp. (the Issuer)
Item 1(b). |
Address of Issuers Principal Executive Offices |
1441 Broadway, New York, NY 10018
Item 2(a). |
Names of Persons Filing |
This Statement is filed on behalf of the following persons (collectively, the Reporting Persons):
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i) |
Harraden Circle Investors, LP (Harraden Fund); |
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ii) |
Harraden Circle Investors GP, LP (Harraden GP); |
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iii) |
Harraden Circle Investors GP, LLC (Harraden LLC); |
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iv) |
Harraden Circle Investments, LLC (Harraden Adviser); and |
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v) |
Frederick V. Fortmiller, Jr. (Mr. Fortmiller); |
This Statement relates to Shares (as defined herein) directly beneficially owned by Harraden Fund. Harraden GP is the general partner to Harraden Fund, and
Harraden LLC is the general partner of Harraden GP. Harraden Adviser serves as investment manager to Harraden Fund and other high net worth individuals. Mr. Fortmiller is the managing member of each of Harraden LLC and Harraden Adviser. In such
capacities, each of Harraden GP, Harraden LLC, Harraden Adviser and Mr. Fortmiller may be deemed to indirectly beneficially own the Shares reported herein directly beneficially owned by Harraden Fund.
Item 2(b). |
Address of Principal Business Office or, if None, Residence |
The address of the principal business office of each Reporting Person is 299 Park Avenue, 21st Floor, New York, NY 10171.
Each of Harraden Fund and Harraden GP is a Delaware limited partnership. Each of Harraden LLC and Harraden Adviser is a Delaware limited liability company.
Mr. Fortmiller is a citizen of the United States of America.
Item 2(d). |
Title of Class of Securities |
Class A Common Stock, par value $0.0001 per share (Shares)
72942P203
Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
This Item 3 is not applicable.
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SCHEDULE 13G |
CUSIP No. 72942P203 |
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Page
8
of 11 Pages |
Item 4(a) |
Amount Beneficially Owned |
As of December 31, 2022, each of the Reporting Persons may be deemed the beneficial owner of 488,500 Shares underlying Units held directly by Harraden Fund and
Harraden Adviser.
Item 4(b) |
Percent of Class |
As of December 31, 2022, each of the Reporting Persons may be deemed the beneficial owner of approximately 6.5% of Shares outstanding. This percentage is based
on a total of 7,511,125 Shares outstanding, based on information in the report on Form 8-K filed by the Issuer on November 16, 2022.
Item 4(c) |
Number of shares as to which such person has: |
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(i) Sole power to vote or direct the vote: |
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15.102 |
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(ii) Shared power to vote or direct the vote: |
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473,398 |
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(iii) Sole power to dispose or direct the disposition of: |
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0 |
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(iv) Shared power to dispose or direct the disposition of: |
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488,500 |
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Item 5. |
Ownership of Five Percent or Less of a Class |
This Item 5 is not applicable.
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
This Item 6 is not applicable.
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person |
See disclosure in Item 2 hereof.
Item 8. |
Identification and Classification of Members of the Group |
This Item 8 is not applicable.
Item 9. |
Notice of Dissolution of Group |
This Item 9 is not applicable.
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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SCHEDULE 13G |
CUSIP No. 72942P203 |
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Page
9
of 11 Pages |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 14, 2023
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HARRADEN CIRCLE INVESTORS, LP |
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By: |
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HARRADEN CIRCLE INVESTORS GP, LP, its general partner |
By: |
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HARRADEN CIRCLE INVESTORS GP, LLC, its general partner |
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By: |
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/s/ Frederick V. Fortmiller, Jr. |
Title: |
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Managing Member |
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HARRADEN CIRCLE INVESTORS GP, LP |
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By: |
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HARRADEN CIRCLE INVESTORS GP, LLC, its general partner |
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By: |
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/s/ Frederick V. Fortmiller, Jr. |
Title: |
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Managing Member |
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HARRADEN CIRCLE INVESTORS GP, LLC |
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By: |
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/s/ Frederick V. Fortmiller, Jr. |
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Managing Member |
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HARRADEN CIRCLE INVESTMENTS, LLC |
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By: |
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/s/ Frederick V. Fortmiller, Jr. |
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Managing Member |
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FREDERICK V. FORTMILLER, JR. |
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/s/ Frederick V. Fortmiller, Jr. |
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SCHEDULE 13G |
CUSIP No. 72942P203 |
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Page
10
of 11 Pages |
EXHIBIT INDEX
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Ex. |
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Page No. |
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1 |
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Joint Filing Agreement |
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11 |
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