Move Inc - Amended Statement of Ownership (SC 13G/A)
14 Fevereiro 2008 - 12:50PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
MOVE, INC.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
62458M108
(CUSIP Number)
December 31, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
þ
Rule 13d-1(c)
o
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).
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CUSIP No.
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62458M108
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Page 2 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
TCS CAPITAL INVESTMENTS, 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)
þ
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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
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CAYMAN ISLANDS
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5
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SOLE VOTING POWER
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NUMBER OF
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9,327,247
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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9,327,247
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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9,327,247
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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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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No.
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62458M108
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Page 3 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
TCS CAPITAL GP, 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)
þ
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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
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DELAWARE
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5
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SOLE VOTING POWER
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NUMBER OF
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14,780,101
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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14,780,101
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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14,780,101
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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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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.5%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No.
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62458M108
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Page 4 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
ERIC SEMLER
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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)
þ
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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
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UNITED STATES
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5
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SOLE VOTING POWER
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NUMBER OF
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15,220,201
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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15,220,201
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,220,201
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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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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.8%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No.
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62458M108
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Page 5 of 9 Pages
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Schedule 13G/A
This Amendment No. 4 (Amendment) to Schedule 13G (the Schedule 13G), relating to shares of
Common Stock, $0.001 par value per share (the Common Stock), of Move, Inc. (the Issuer), is
being filed with the Securities and Exchange Commission (the Commission). This Amendment is
being filed on behalf of TCS Capital GP, LLC, a Delaware limited liability company (TCS GP), TCS
Capital Investments, L.P. a Cayman Islands exempted limited partnership (TCS Offshore) and Eric
Semler the principal of TCS GP and TCS Select GP, LLC (TCS Select GP).
This Amendment relates to (A) shares of Common Stock of the Issuer purchased by Eric Semler
and TCS GP for the accounts of (i) TCS Capital, L.P., a Delaware limited partnership (TCS
Capital), (ii) TCS Capital II, L.P., a Delaware limited partnership (TCS Capital II), and (iii)
TCS Offshore; (B) shares of Common Stock of the Issuer purchased by Eric Semler and TCS Select GP
for the account of TCS Select, L.P. a Delaware limited partnership (TCS Select); and (C) shares
of Common Stock held by TCS Offshore. TCS Capital holds 841,902 shares of the Common Stock, TCS
Capital II holds 4,610,952 shares of the Common Stock, TCS Offshore holds 9,327,247 shares of the
Common Stock, and TCS Select holds 440,100 shares of the Common Stock. TCS GP acts as general
partner to each of TCS Capital, TCS Capital II and TCS Offshore; TCS Select GP acts as general
partner to TCS Select; and Mr. Semler, as manager of TCS GP and TCS Select GP, controls the
investment decisions of TCS GP and TCS Select GP.
This Amendment is being filed to amend and restate Item 4 as follows:
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
i) TCS Offshore may be deemed to be the beneficial owner of 9,327,247 shares of Common Stock.
ii) TCS GP may be deemed to be the beneficial owner of 14,780,101 shares of Common Stock.
This number consists of (A) 9,327,247 shares of Common Stock held for the account of TCS Offshore,
(B) 841,902 shares of Common Stock held for the account of TCS Capital, and (C) 4,610,952 shares of
Common Stock held for the account of TCS Capital II.
iii) Mr. Semler may be deemed to be the beneficial owner of 15,220,201 shares of Common Stock.
This number consists of (A) 9,327,247 shares of Common Stock held for the account of TCS Offshore,
(B) 841,902 shares of Common Stock held for the account of TCS Capital, (C) 4,610,952 shares of
Common Stock held for the account of TCS Capital II, and (D) 440,100 shares of Common Stock held
for the account of TCS Select.
Item 4(b) Percent of Class:
i) The number of shares of Common Stock TCS Offshore may be deemed to beneficially own
constitutes approximately 6.0% of the total number of shares of Common Stock outstanding. (Based
upon information provided by the Issuer in its most recently-filed Form 10-Q on November 2, 2007,
the number of shares of Common Stock outstanding was 155,381,310 as of October 30, 2007.)
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CUSIP No.
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62458M108
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Page 6 of 9 Pages
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ii) The number of shares of Common Stock TCS GP may be deemed to beneficially own constitutes
approximately 9.5% of the total number of shares of Common Stock outstanding.
iii) The number of shares of Common Stock Mr. Semler may be deemed to beneficially own
constitutes approximately 9.8% of the total number of shares of Common Stock outstanding.
Item 4(c) Number of shares as to which such person has:
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TCS Offshore
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(i)
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Sole power to vote or direct the vote
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9,327,247
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(ii)
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Shared power to vote or to direct the vote
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0
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(iii)
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Sole power to dispose or to direct the disposition of
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9,327,247
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(iv)
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Shared power to dispose or to direct the disposition of
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0
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TCS GP
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(i)
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Sole power to vote or direct the vote
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14,780,101
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(ii)
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Shared power to vote or to direct the vote
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0
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(iii)
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Sole power to dispose or to direct the disposition of
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14,780,101
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(iv)
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Shared power to dispose or to direct the disposition of
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0
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Mr. Semler
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(i)
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Sole power to vote or direct the vote
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15,220,201
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(ii)
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Shared power to vote or to direct the vote
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0
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(iii)
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Sole power to dispose or to direct the disposition of
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15,220,201
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(iv)
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Shared power to dispose or to direct the disposition of
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0
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CUSIP No.
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62458M108
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Page 7 of 9 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
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Date: February 14, 2008
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TCS Capital Investments, L.P.
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By:
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TCS Capital GP, LLC, general partner
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By:
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/s/ Eric Semler
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Name:
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Eric Semler
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Title:
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Managing Member
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TCS CAPITAL GP, LLC
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By:
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/s/ Eric Semler
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Name:
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Eric Semler
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Title:
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Managing Member
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ERIC SEMLER
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By:
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/s/ Eric Semler
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CUSIP No.
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62458M108
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Page 8 of 9 Pages
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EXHIBIT INDEX
A.
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Joint Filing Agreement by and between Mr. Eric Semler, TCS Capital GP,
LLC, and TCS Capital Investments, L.P..
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