Amended Statement of Beneficial Ownership (sc 13d/a)
07 Fevereiro 2017 - 4:25PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO §240.13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)
CENTRUS ENERGY
CORP.
(Name of Issuer)
CLASS A COMMON
STOCK, $0.10 PAR VALUE
(Title of Class of Securities)
15643U104
(CUSIP Number)
Morris Bawabeh
15 Ocean Avenue
Brooklyn, NY 11225
Telephone: (718) 703-8441
With a copy to:
Len Breslow, Esq.
Breslow & Walker, LLP
100 Jericho Quadrangle, Suite 230
Jericho, NY 11753
Telephone: (516) 822-6505
(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
x
Note.
Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.
(Continued on following pages)
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1
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NAMES OF REPORTING PERSONS
Morris Bawabeh
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(see instructions)
(a)
o
(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) PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED
o
PURSUANT TO ITEM 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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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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8
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SHARED VOTING POWER
1,590,000 shares (see Item 5 infra)
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
1,590,000 shares
1
(see Item 5 infra)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,590,000 shares
1
(see Item 5
infra)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
o
CERTAIN SHARES (see instructions)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
11
21.0%
1
(see Item 5 infra)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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1
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NAMES OF REPORTING PERSONS
Kulayba LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(see instructions)
(a)
o
(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) WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED
o
PURSUANT TO ITEM 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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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
1,505,500 shares (see Item 5 infra)
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
1,505,500 shares (see Item 5 infra)
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,505,500 shares
(see Item 5 infra)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
o
CERTAIN SHARES (see instructions)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
11
19.9% (see Item 5 infra)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
M&D Bawabeh Foundation, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(see instructions)
(a)
o
(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) WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED
o
PURSUANT TO ITEM 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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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
84,500 shares (see Item 5 infra)
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
84,500 shares (see Item 5 infra)
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
84,500 shares (see Item 5 infra)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
o
CERTAIN SHARES (see instructions)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
11
1.1% (see Item 5 infra)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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Explanatory Note
:
This Amendment No. 2
(this “
Amendment
”) to the Statement of Beneficial Ownership on Schedule 13D amends and supplements Amendment
No. 1 to the Schedule 13D (the “
Original Schedule 13D
”) filed on March 30, 2016 with the Securities and
Exchange Commission with respect to shares of Class A common stock of Centrus Energy Corp. This Amendment is intended to amend
and restate the Original Schedule 13D in its entirety. Pursuant to Rule 13d-4, neither the filing of this Amendment, the Original
Schedule 13D nor any of their respective contents shall be deemed to constitute an admission by any reporting person named
therein that such reporting person is or was the beneficial owner of any Shares for purposes of Section 13(d) of the Exchange
Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
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Item 1.
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Security and Issuer.
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(a)
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Class A Common Stock (“
Shares
”)
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(b)
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Name of Issuer: Centrus Energy Corp. (the “
Issuer
”)
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(c)
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Address of Issuer’s Principal Executive Offices:
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Two Democracy Center
6903 Rockledge Drive
Bethesda, Maryland 20817
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Item 2.
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Identity and Background.
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1.
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(a)
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Name:
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Morris Bawabeh
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(b)
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Address of Principal Business Office, or, if None, Residence:
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15 Ocean Avenue
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Brooklyn, NY 11225
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(c)
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Principal occupation and name, Address of any organization in which such employment is conducted:
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Real Estate Developer
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Bawabeh Holdings, LLC
15 Ocean Avenue
Brooklyn, NY 11225
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(d)
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Morris Bawabeh has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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Morris Bawabeh has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to 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 violations with respect to such laws.
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(f)
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Citizenship:
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United States
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2.
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(a)
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Name:
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Kulayba LLC
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(b)
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Address of Principal Business
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Office, or, if None, Residence:
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15 Ocean Avenue
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Brooklyn, NY 11225
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(c)
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Principal Business:
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Investment holdings
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(d)
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Kulayba LLC has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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Kulayba LLC has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to 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 violations with respect to such laws.
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(f)
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Place of Organization:
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New York
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3.
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(a)
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Name:
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M&D Bawabeh Foundation, Inc.
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(b)
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Address of Principal Business
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Office, or, if None, Residence:
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15 Ocean Avenue
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Brooklyn, NY 11225
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(c)
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Principal Business:
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501(c)(3) charitable foundation
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(d)
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M&D Bawabeh Foundation has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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M&D Bawabeh Foundation has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to 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 violations with respect to such laws.
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(f)
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Place of Organization:
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New York
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Item 3.
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Source and Amount of Funds or Other Consideration.
Not applicable.
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Item 4.
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Purpose of Transaction.
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The Shares disclosed
herein were acquired for investment purposes. The reporting persons do not have any present plan or proposal which would relate
to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The reporting persons intend to
review their investments in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s
financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic
and industry conditions, the reporting persons may in the future take such actions with respect to their investments in the Issuer
as they deem appropriate including, without limitation, purchasing additional Shares, selling some or all of their Shares, engaging
in short selling of or any hedging or similar transaction with respect to the Shares or changing their intention with respect to
any and all matters referred to in Item 4.
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Item 5.
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Interests in Securities of the Issuer.
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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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(a)
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Amount beneficially owned and percent of class: See items 11 and 13 of the cover pages.
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(b)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: See items 7-10 of the cover pages.
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(ii)
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Shared power to vote or to direct the vote: See items 7-10 of the cover pages.
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(iii)
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Sole power to dispose or to direct the disposition of: See items 7-10 of the cover pages.
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(iv)
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Shared power to dispose or to direct the disposition of: See items 7-10 of the cover pages.
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(c)
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Transactions within the past 60 days: On June 21, 2016 and June 22, 2016, Kulayba gifted a total of 344,500 shares to various persons.
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Kulayba LLC, a limited
liability company of which Mr. Morris Bawabeh is the sole member, owns 1,505,500 Shares. Certain of such shares were previously
owned (i) jointly by Mr. Morris Bawabeh and Mrs.
Dolly Bawabeh, husband and wife, and (ii) by Gates Equities, a general
partnership of which Mr. Morris Bawabeh is a partner. As a result of the transfers of such Shares to Kulayba, Dolly Bawabeh and
Gates Equities are no longer reporting persons.
M&D Bawabeh Foundation,
Inc., a 501(c)(3) charitable foundation, owns 84,500 Shares. Mr. Morris Bawabeh is a director and an officer of the Foundation.
Mr. Bawabeh has no pecuniary interest in Shares held by the Foundation and disclaims beneficial ownership of such Shares.
The percentages of beneficial
ownership shown herein are based on 7,563,600 Shares issued and outstanding as of November 4, 2016 as reported on Form 10-Q for
the fiscal quarter ended September 30, 2016, filed on November 10, 2016.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Not applicable.
Item 7.
Material to be Filed as Exhibits.
Morris Bawabeh, Kulayba
LLC, and M&D Bawabeh Foundation have entered into a Joint Filing Agreement attached hereto as Exhibit A.
SIGNATURE
After reasonable inquiry
and to the best of their knowledge and belief, each of the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 6, 2017
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/s/Morris Bawabeh
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Morris Bawabeh
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Kulayba LLC
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By:/
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s/Morris Bawabeh
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Morris Bawabeh, Sole Member
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M&D Bawabeh Foundation, Inc.
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By:/
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s/Morris Bawabeh
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Morris Bawabeh, President
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Attention:
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Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18
U.S.C. 1001).
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby
agree that the Statement on Schedule 13D with respect to the securities of Centrus Energy Corp. and any further amendments thereto
executed by each and any of us shall be filed on behalf of each of us pursuant to and in accordance with the provisions of Rule
13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
This Agreement may be
executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same
instrument.
Dated: February 6, 2017
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/s/Morris Bawabeh
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Morris Bawabeh
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Kulayba LLC
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By:
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/s/Morris Bawabeh
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Morris Bawabeh, Sole Member
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M&D Bawabeh Foundation, Inc.
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By:
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/s/Morris Bawabeh
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Morris Bawabeh, President
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