CUSIP No.
73933H 101
|
SCHEDULE 13D
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Page 2 of 9 Pages
|
1
|
NAME OF REPORTING PERSONS
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
NA
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
|
7
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SOLE VOTING POWER
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING POWER
|
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OWNED BY
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
PERSON WITH
|
10
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SHARED DISPOSITIVE POWER
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
David H. Lesser ("DHL") directly owns 60,962 shares of common shares.
Including vested shares from restricted stock grants.
Partnerships owned and/or managed by DHL own 141,401 common shares.
On 6/30/14 DHL was granted 40,000 of restricted common stock which
vests equally over 12 quarters beginning with the second quarter of 2014
DHL has been granted a total of 60,400 shares of restricted common stock
subject to vesting and of other provisions under the grant agreement
and subject to the terms of the Company's 2012 Equity Incentive Plan
approved by shareholders. To date a total of 10,393 of such shares
have vested. The restricted stock confers dividend and voting rights
during the vesting period, but are not transferrable prior to vesting.
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
|
14
|
TYPE OF REPORTING PERSON
IN
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CUSIP No.
73933H 101
|
SCHEDULE 13D
|
Page 3 of 9 Pages
|
1
|
NAME OF REPORTING PERSONS
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
NA
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF
|
7
|
SOLE VOTING POWER
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING POWER
|
|
OWNED BY
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,138 shares of common shares
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.03%
|
14
|
TYPE OF REPORTING PERSON
|
CUSIP No.
73933H 101
|
SCHEDULE 13D
|
Page 4 of 9 Pages
|
1
|
NAME OF REPORTING PERSONS
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF
|
7
|
SOLE VOTING POWER
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING POWER
|
|
OWNED BY
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,263 shares of common shares
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.13%
|
14
|
TYPE OF REPORTING PERSON
|
CUSIP No. 73933H 101
|
SCHEDULE 13D
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Page 5 of 9 Pages
|
This Schedule 13D is a continuation of filings that have been
previously filed by the Reporting Persons related to ownership of common shares of Pittsburgh & West Virginia Railroad.
Item 1.
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Security and Issuer.
|
The class of securities to which this statement relates is common
shares of beneficial interest, $0.001 par value, (the "Common
Shares") of Power REIT (the "Company" or "Issuer").
In addition to the amounts reported, DHL was granted an option
to acquire 100,000 shares of common stock on August 13, 2012.
The option is subject to vesting and other provisions under the
terms of the option grant and the Company's Equity Incentive Plan
that was approved by shareholders. No options to acquire Common
Shares are vesting within 60 days of this filing. Upon vesting,
DHL will have the right to acquire additional shares at the grant
date closing price subject to certain restrictions.
The address of the principal executive offices of the Company is:
David H. Lesser
CEO & Chairman of the Board of Trustees
Power REIT
301 Winding Road
Old Bethpage, NY 11804
Item 2.
|
Identity and Background.
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This statement is filed on behalf of each of David H. Lesser ("DHL"),
a United States citizen, Hudson Bay Partners, LP, a Delaware limited
partnership ("Hudson Bay"), and HBP PW, LLC, a Delaware limited
liability company ("HBP") (collectively, the "Reporting Persons").
DHL is the sole owner and managing partner of Hudson Bay and the managing
member of HBP. The address for the Reporting Persons is:
301 Winding Road
Old Bethpage, NY 11804
DHL is the CEO and Chairman of the Board of Trustees of the Company.
During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a 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 violation with respect to such laws.
Item 3.
|
Source or Amount of Funds or Other Consideration.
|
The responses to Items 4 and 6 are incorporated herein by reference.
CUSIP No.
73933H 101
|
SCHEDULE 13D
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Page 6 of 9 Pages
|
Item 4.
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Purpose of the Transaction.
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The shares were acquired by the Reporting Persons for investment
and the restricted shares were acquired as compensation for services.
The Reporting Persons reserve the right to acquire additional shares
of the Issuer, either in open market purchases or in private transactions.
Other than as described in this Item 4, the Reporting Persons do not
have any present plan or proposal that would relate to or result in
any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D. However, each of the Reporting Persons reserves the
right to change its plans at any time, as it deems appropriate, in light of
its ongoing evaluation of (a) its business and liquidity objectives,
(b) the Issuer's financial condition, business, operations, competitive
position, prospects and/or share price, (c) industry, economic and/or
securities markets conditions, (d) alternative investment opportunities,
and (e) other relevant factors. Without limiting the generality of the
preceding sentence, each of the Reporting Persons reserves the right (in
each case, subject to any applicable restrictions under law or contract)
to at any time or from time to time (i) purchase or otherwise acquire
additional Shares or other securities of the Issuer, or instruments
convertible into or exercisable for any such securities or instruments
into which any such securities are convertible into or exchangeable for,
including Shares (collectively, "Issuer Securities"), in the open market,
in privately negotiated transactions or otherwise, (ii) sell, transfer
or otherwise dispose of Issuer Securities in public or private
transactions, (iii) cause Issuer Securities to be distributed in kind to
its investors, and/or (iv) acquire or write options contracts, or
enter into derivatives or hedging transactions, relating to Issuer
Securities.
Item 5.
|
Interest in Securities of the Issuer.
|
As of the date hereof, the Reporting Persons beneficially own, directly
and indirectly, a total of 252,370 Common Shares or 14.56% of the total
number of the Common Shares outstanding (including restricted shares
issued and outstanding). The interests are owned directly or indirectly
as follows:
|
|
Sole Power to Direct Voting &/Or Disposition
|
|
|
Shared Power to
Direct Voting & Disposition
|
|
|
Total Shares
|
|
David H.
|
|
|
110,969
|
|
|
|
141,401
|
|
|
|
252,370
|
|
Lesser(1)(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Hudson Bay
|
|
|
87,138
|
|
|
|
0
|
|
|
|
87,138
|
|
Partners, LP(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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HBP PW, LLC(4)
|
|
|
54,263
|
|
|
|
0
|
|
|
|
54,263
|
|
_________
CUSIP No.
73933H 101
|
SCHEDULE 13D
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Page 7 of 9 Pages
|
(1) David H. Lesser ("DHL") may be deemed to have sole power to direct
the voting and disposition of 37,796 Common Shares and the sole power
to direct the voting of 60,400 restricted Common Shares that were granted
to DHL pursuant to Power REIT's 2012 Equity Incentive Plan.
The restricted shares are subject to vesting and other provisions
contained within the grant, which provide for dividend and voting rights
during the vesting period, but are not transferrable prior to vesting.
DHL acquired the following shares from the date of the last Schedule
13-D filing:
DATE
|
|
SHARES
|
|
|
PRICE
|
|
|
06/12/2013
|
|
|
750
|
|
|
|
9.07
|
|
|
06/13/2013
|
|
|
200
|
|
|
|
9.00
|
|
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06/17/2013
|
|
|
500
|
|
|
|
8.97
|
|
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06/18/2013
|
|
|
89
|
|
|
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8.95
|
|
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06/19/2013
|
|
|
100
|
|
|
|
8.95
|
|
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06/20/2013
|
|
|
1,200
|
|
|
|
9.00
|
|
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06/21/2013
|
|
|
99
|
|
|
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9.00
|
|
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07/09/2013
|
|
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1,500
|
|
|
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8.40
|
|
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07/10/2013
|
|
|
222
|
|
|
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8.35
|
|
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07/15/2013
|
|
|
300
|
|
|
|
8.36
|
|
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07/16/2013
|
|
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62
|
|
|
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8.40
|
|
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07/17/2013
|
|
|
300
|
|
|
|
8.70
|
|
|
07/18/2013
|
|
|
300
|
|
|
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8.40
|
|
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08/05/2013
|
|
|
600
|
|
|
|
8.91
|
|
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08/06/2013
|
|
|
200
|
|
|
|
8.90
|
|
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08/07/2013
|
|
|
400
|
|
|
|
8.76
|
|
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08/08/2013
|
|
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250
|
|
|
|
8.41
|
|
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08/15/2013
|
|
|
450
|
|
|
|
8.38
|
|
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08/19/2013
|
|
|
250
|
|
|
|
8.34
|
|
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08/16/2013
|
|
|
300
|
|
|
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8.65
|
|
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08/21/2013
|
|
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500
|
|
|
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8.14
|
|
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08/22/2013
|
|
|
550
|
|
|
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8.27
|
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08/23/2013
|
|
|
105
|
|
|
|
8.40
|
|
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08/27/2013
|
|
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1,855
|
|
|
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8.06
|
|
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08/28/2013
|
|
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1,100
|
|
|
|
7.81
|
|
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08/29/2013
|
|
|
400
|
|
|
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7.81
|
|
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09/06/2013
|
|
|
107
|
|
|
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8.11
|
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09/10/2013
|
|
|
250
|
|
|
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8.17
|
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09/11/2013
|
|
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200
|
|
|
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8.25
|
|
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09/12/2013
|
|
|
600
|
|
|
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8.19
|
|
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11/05/2013
|
|
|
133
|
|
|
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8.20
|
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11/26/2013
|
|
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1,000
|
|
|
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8.17
|
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12/03/2013
|
|
|
100
|
|
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8.10
|
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12/12/2013
|
|
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100
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|
|
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8.35
|
|
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12/16/2013
|
|
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200
|
|
|
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8.21
|
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03/25/2014
|
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50
|
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9.00
|
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03/26/2014
|
|
|
500
|
|
|
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8.85
|
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03/27/2014
|
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500
|
|
|
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8.80
|
|
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05/27/2014
|
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1,950
|
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9.20
|
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06/30/2014
|
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40,0000
|
|
|
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9.06
|
|
(restricted Stock Grant)
|
07/10/2014
|
|
|
200.00
|
|
|
|
8.90
|
|
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CUSIP No.
73933H 101
|
SCHEDULE 13D
|
Page 8 of 9 Pages
|
(2) MEL Generation Skipping Trust, a trust set up for the children
of DHL, ("MEL Trust") owns 12,925 Common Shares. In Addition, MEL trust
owns 9,600 shares of Power REIT’s 7.75% Series A perpetual Preferred
Stock ($25 par Value). DHL disclaims any beneficial, pecuniary or
residual interest in MEL Trust, does not serve as Trustee and does not
have the power to revoke the MEL Trust. MEL Trust acquired the following
shares from the date of the last
Schedule 13-D filing:
DATE
|
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SHARES
|
|
|
PRICE
|
|
12/19/2013
|
|
|
85
|
|
|
|
8.10
|
|
12/20/2013
|
|
|
450
|
|
|
|
8.39
|
|
(3) DHL owns 100% of Hudson Bay Partners, LP ("Hudson Bay"). Hudson Bay
may be deemed to have sole power and DHL may be deemed to have shared
power to direct the voting and disposition of 87,138 Common Shares.
Hudson Bay acquired the following shares from the date of the last
Schedule 13-D filing:
4) DHL is the managing member of HBP PW, LLC ("HBP"). HBP may be
deemed to have sole power and DHL may be deemed to have shared power
to direct the voting and disposition of 54,263 Common Shares. HBP
acquired the following shares from the date of the last Schedule
13-D filing:
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
David H. Lesser is the CEO and Chairman of the Board of Trustees of the
Company. There are no contracts, arrangements or understandings with
respect to securities of the Issuer
Item 7.
|
Material to be filed as Exhibits.
|
CUSIP No.
73933H 101
|
SCHEDULE 13D
|
Page 9 of 9 Pages
|
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.
|
DAVID H. LESSER
|
|
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By:
|
/s/
David H. Lesser
|
|
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Date:
|
July 10, 2014
|
|
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HUDSON BAY PARTNERS, LP
|
|
|
|
|
|
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By:
|
/s/
David H. Lesser
|
|
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Name:
|
David H. Lesser
|
|
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Title:
|
Managing Partner
|
|
|
Date:
|
July 10, 2014
|
|
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HBP PW, LLC
|
|
|
|
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|
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By:
|
/s/
David H. Lesser
|
|
|
Name:
|
David H. Lesser
|
|
|
Title:
|
Managing Member
|
|
|
Date:
|
July 10, 2014
|
|