Statement of Ownership (sc 13g)
07 Juin 2016 - 10:51PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
BAXALTA INCORPORATED
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(Name of Issuer)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
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JUNE 2, 2016
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(Date of event which requires filing of this statement)
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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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07177M103
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SCHEDULE 13G
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Page
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2
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of
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15
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1
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NAMES OF REPORTING PERSONS
Integrated Core Strategies (US) LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(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
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
-0-
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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
-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP
No.
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07177M103
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SCHEDULE 13G
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Page
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3
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of
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15
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1
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NAMES OF REPORTING PERSONS
ICS Opportunities, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(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
Cayman Islands
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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
-0-
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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
-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0%
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP
No.
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07177M103
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SCHEDULE 13G
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Page
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4
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of
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15
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1
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NAMES OF REPORTING PERSONS
Integrated Assets, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(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
Cayman Islands
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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
-0-
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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
-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0%
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP
No.
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07177M103
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SCHEDULE 13G
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Page
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5
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of
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15
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1
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NAMES OF REPORTING PERSONS
Millennium International Management LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(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
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
-0-
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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
-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP
No.
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07177M103
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SCHEDULE 13G
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Page
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6
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of
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15
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1
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NAMES OF REPORTING PERSONS
Millennium International Management GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(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
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
-0-
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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
-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP
No.
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07177M103
|
SCHEDULE 13G
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Page
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7
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of
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15
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1
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NAMES OF REPORTING PERSONS
Millennium Management LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(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
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
-0-
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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
-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP
No.
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07177M103
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SCHEDULE 13G
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Page
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8
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of
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15
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1
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NAMES OF REPORTING PERSONS
Israel A. Englander
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(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
United
States
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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
-0-
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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
-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0%
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12
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TYPE OF REPORTING
PERSON
IN
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CUSIP
No.
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07177M103
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SCHEDULE 13G
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Page
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9
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of
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15
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Item 1.
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(a)
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Name of
Issuer
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Baxalta Incorporated, a Delaware corporation (the "Issuer").
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(b)
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Address of Issuers Principal
Executive Offices
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1200 Lakeside Drive
Bannockburn, Illinois 60015
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Item 2.
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(a)
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Name of Person
Filing
:
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(b)
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Address of Principal Business
Office
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(c)
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Citizenship
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Integrated Core Strategies (US) LLC
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York
10103
Citizenship: Delaware
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ICS Opportunities, Ltd.
c/o Millennium International Management LP
666 Fifth Avenue
New York, New York
10103
Citizenship: Cayman Islands
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Integrated Assets, Ltd.
c/o Millennium International Management LP
666 Fifth Avenue
New York, New York
10103
Citizenship: Cayman Islands
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Millennium International Management LP
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
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Millennium International Management GP LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
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Millennium Management
LLC
666 Fifth Avenue
New York, New York 10103
Citizenship:
Delaware
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Israel A. Englander
c/o
Millennium Management LLC
666 Fifth Avenue
New York, New York
10103
Citizenship: United States
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(d)
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Title of Class of
Securities
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common stock, par value $0.01 per share ("Common Stock")
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(e)
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CUSIP Number:
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07177M103
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CUSIP
No.
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07177M103
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SCHEDULE 13G
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Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is
a:
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(a)
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o
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Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in
section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company
registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8);
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(e)
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An investment adviser
in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit
plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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CUSIP
No.
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07177M103
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SCHEDULE 13G
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(g)
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A parent holding
company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813);
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(i)
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A church plan that is
excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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Group, in accordance
with §240.13d-1(b)(1)(ii)(J).
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Item 4. Ownership
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
As of the close of business on June 2, 2016, the reporting persons beneficially owned an aggregate of 35,369,786 shares or 5.2% of the Issuers Common Stock outstanding. On June 3, 2016, Shire plc ("Shire") consummated its previously announced acquisition of the Issuer pursuant to which an indirect wholly-owned subsidiary of Shire merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of Shire. At the effective time of the Merger on June 3, 2016, in exchange for each share of the Issuers Common Stock, the reporting persons received $18.00 in cash, and 0.1482 of an American Depositary Share of Shire. Thus, as of the close of business on June 3, 2016, the reporting persons no longer beneficially owned any shares of the Issuers Common Stock.
(b) Percent of Class:
0.0%
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CUSIP
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(c) Number of shares as to which such person
has:
(i) Sole power to vote or to direct the vote
-0-
(ii) Shared power to vote or to direct the vote
-0-
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
-0-
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
þ
.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its 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.
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CUSIP
No.
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Exhibits:
Exhibit I: Joint Filing Agreement, dated as of June 3, 2016, by and among Integrated Core Strategies (US) LLC, ICS Opportunities, Ltd., Integrated Assets, Ltd., Millennium International Management LP, Millennium International Management GP LLC, Millennium Management LLC and Israel A. Englander.
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CUSIP
No.
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SIGNATURE
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After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: June 3, 2016
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner
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By: /s/ David Nolan
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Name: David Nolan
Title: Vice Chairman
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ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/ David Nolan
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Name: David Nolan
Title: Vice Chairman
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INTEGRATED ASSETS, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/ David Nolan
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Name: David Nolan
Title: Vice Chairman
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MILLENNIUM INTERNATIONAL MANAGEMENT LP
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By: /s/David Nolan
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Name: David Nolan
Title: Vice Chairman
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MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC
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By: /s/David Nolan
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Name: David Nolan
Title: Vice Chairman
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MILLENNIUM MANAGEMENT
LLC
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By: /s/David Nolan
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Name: David Nolan
Title: Vice Chairman
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/s/ Israel A.
Englander by David Nolan
pursuant to Power of Attorney filed
with
the SEC on June 6,
2005
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Israel
A. Englander
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CUSIP
No.
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07177M103
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SCHEDULE 13G
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EXHIBIT I
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JOINT
FILING AGREEMENT
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This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.01 per share, of Baxalta Incorporated, a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: June 3, 2016
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner
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By: /s/ David Nolan
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Name: David Nolan
Title: Vice Chairman
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ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/ David Nolan
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Name: David Nolan
Title: Vice Chairman
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INTEGRATED ASSETS, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/ David Nolan
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Name: David Nolan
Title: Vice Chairman
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MILLENNIUM INTERNATIONAL MANAGEMENT LP
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By: /s/David Nolan
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Name: David Nolan
Title: Vice Chairman
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MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC
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By: /s/David Nolan
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Name: David Nolan
Title: Vice Chairman
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MILLENNIUM MANAGEMENT
LLC
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By: /s/David Nolan
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Name: David Nolan
Title: Vice Chairman
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/s/ Israel A.
Englander by David Nolan
pursuant to Power of Attorney filed
with
the SEC on June 6,
2005
|
Israel
A. Englander
|
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