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Item 1.
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(a).
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Name of Issuer:
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Unitrin, Inc.
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(b).
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Address of Issuers Principal Executive Offices:
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One East Wacker Drive
Chicago, Illinois 60601
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Item 2.
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(a) (c)
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Name, Principal Business Address, and Citizenship of Persons Filing:
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Fayez Sarofim & Co. Texas
Fayez Sarofim U.S.A.
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Two Houston Center, Suite 2907
909 Fannin Street
Houston, Texas 77010
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(d).
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Title of Class of Securities:
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Common stock, $0.10 par value
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(e).
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CUSIP Number:
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91327510-3
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Item 3.
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If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
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(a)
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¨
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Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).
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(b)
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¨
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Bank as defined in Section 3(a) (6) of the Exchange Act (15 U.S.C. 78c).
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(c)
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¨
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Insurance company as defined in Section 3(a) (19) of the Exchange Act (15 U.S.C. 78c).
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(d)
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¨
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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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x
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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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¨
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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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(g)
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¨
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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¨
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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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¨
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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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¨
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Group, in accordance with s.240.13d-1(b) (1) (ii) (J).
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Item 4.
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Ownership.
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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:
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(i)
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508,402 shares are held in investment advisory accounts managed by Fayez Sarofim & Co. for numerous clients. Pursuant to its investment advisory contract with its
clients, Fayez Sarofim & Co. has full investment discretion with respect to such investment advisory accounts. However, Fayez Sarofim & Co. is not the record owner of any of such shares as such shares are held of record by the respective
clients or by trustees or custodians for such clients. The clients are entitled to the economic benefits (dividend payments and sales proceeds) of ownership of such shares. Each client also has the right to terminate its investment advisory
relationship with Fayez Sarofim & Co. at any time. Because Fayez Sarofim & Co. has power to dispose, or to direct the disposition of, such shares, it may be deemed to be the beneficial owner of these shares for the purposes of the Rule 13d-3
under the Securities Exchange Act of 1934. Because Fayez Sarofim is Chairman of the Board and President, a director and owner of a majority of the outstanding capital stock of Fayez Sarofim & Co., he may also be deemed to be an indirect
beneficial owner of these shares for the purposes of Rule 13d-3.
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(ii)
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500 shares are held in investment advisory accounts managed by Sarofim Trust Co., a wholly owned subsidiary of Fayez Sarofim & Co., which is also an Investment
Adviser registered under Section 203 of the Investment Advisers Act of 1940. Pursuant to its investment advisory contracts with its clients, Sarofim Trust Co. has full investment discretion with respect to such investment advisory accounts. However,
Sarofim Trust Co. is not the record owner of any of such shares as such shares are held of record by the respective clients or by trustees or custodians for such clients. The clients are entitled to the economic benefits of ownership of such shares.
Each client also has the right to terminate its investment advisory relationship with Sarofim Trust Co. at any time. Because Sarofim Trust Co. has power to dispose, or to direct the disposition of, such shares, it may be deemed to be the beneficial
owner of these shares for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934 and Fayez Sarofim & Co. and Mr. Sarofim as controlling persons of Sarofim Trust Co., may be deemed to be indirect beneficial owners of these shares
for such purposes.
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(iii)
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8,248 shares are held in investment advisory accounts managed by Sarofim International Management Company, a wholly owned subsidiary of Fayez Sarofim & Co., which is
also an Investment Advisor registered under Section 203 of the Investment Advisers Act of 1940. Pursuant to its investment advisory contracts with its clients, Sarofim International Management Company has full investment discretion with respect to
such investment advisory accounts. However, Sarofim International Management Company is not the record owner of any such shares as such shares are held of record by the respective clients or by trustees or custodians for such clients. The clients
are entitled to the economic benefits of ownership of such shares. Each client also has the right to terminate its investment advisory relationship with Sarofim International Management Company at any time. Because Sarofim International Management
Company has power to dispose, or to direct the disposition of, such shares, it may be deemed to be the beneficial owner of these shares for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934 and Fayez Sarofim & Co. and Mr.
Sarofim as controlling persons of Sarofim International Management Company, may be deemed to be indirect beneficial owners of these shares for such purposes.
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(iv)
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725,020 shares are owned directly by Sarofim International Management Company for its own account. Because Fayez Sarofim is a controlling person of Fayez Sarofim &
Co., he may be deemed to be an indirect beneficial owner of these shares for the purposes of Rule 13d-3.
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(v)
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2,461,070 shares are owned of record and beneficially by Fayez Sarofim. Fayez Sarofim & Co. has no beneficial ownership of these shares.
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(vi)
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0 shares are held in trusts with respect to which Mr. Sarofim is a trustee. Fayez Sarofim & Co. has no beneficial ownership of these shares. Also, Mr. Sarofim has no
beneficial interest in any of these trusts. Mr. Sarofim shares with the other trustees of such trusts the power to vote and to dispose of these shares.
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(b)
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Percent of class:
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(i)
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0.8% as to shares held in accounts managed by Fayez Sarofim & Co. with power to dispose, or to direct the disposition of such shares.
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(ii)
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0.0% as to shares held in accounts managed by Sarofim Trust Co. with power to dispose, or to direct the disposition of, such shares.
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(iii)
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0.0% as to shares held in accounts managed by Sarofim International Management Company with power to dispose, or to direct the disposition of, such
shares.
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(iv)
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1.2% as to shares owned directly by Sarofim International Management Company for its own account.
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(v)
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4.0% as to shares owned of record and beneficially by Fayez Sarofim.
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(vi)
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0.0% as to shares held in trusts of which Mr. Sarofim is a trustee.
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(c)
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Number of shares as to which Fayez Sarofim & Co. has:
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(i)
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Sole power to vote or to direct the vote
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(i)
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sole power to vote or direct the vote: 0 shares.
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(ii)
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Shared power to vote or to direct the vote
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(ii)
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shared power to vote or to direct the vote: 1,170,436 shares. The voting arrangements with respect to the securities held in the various investment advisory accounts
managed by Fayez Sarofim & Co., Sarofim Trust Co., or Sarofim International Management Company vary. The contracts relating to certain of the investment advisory accounts do not grant any power to Fayez Sarofim & Co., Sarofim Trust Co., or
Sarofim International Management Company to vote securities held in such accounts. The contracts relating to other investment advisory accounts provide that the securities held in such investment advisory accounts will be voted in accordance with
the directions given by the investment adviser. All securities held in investment advisory accounts are held of record by clients or by trustees or custodians for clients of Fayez Sarofim & Co., Sarofim Trust Co., or Sarofim International
Management Company. Proxies voting the shares are signed by the client, the trustee or the custodian. Accordingly, it is difficult to determine the extent of voting power possessed by Fayez Sarofim & Co. It is believed, however, that of the
1,242,170 shares which Fayez Sarofim & Co., Sarofim Trust Co., or Sarofim International Management Company may be deemed to own beneficially for purposes of Rule 13d-3, it may be deemed to share voting power with respect to not more than
1,170,436 of such shares. Such voting power may be deemed to be shared with Mr. Sarofim who may be deemed to share such power by virtue of his control relationship with Fayez Sarofim & Co., Sarofim Trust Co. and Sarofim International Management
Company. Such voting power may also be deemed to be shared with trustees, other fiduciaries, clients or others in many cases.
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(iii)
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Sole power to dispose or to direct the disposition of
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(iii)
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sole power to dispose or direct the disposition of: 0 shares.
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(iv)
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Shared power to dispose or to direct the disposition of
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(iv)
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shared power to dispose or direct the disposition of: 1,242,170 shares. Such power may be deemed to be shared with Mr. Sarofim, and also with Sarofim Trust Co. with
respect to securities held in accounts managed by Sarofim Trust Co. and with Sarofim International Management Company with respect to securities held in investment advisory accounts of Sarofim International Management Company.
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(d)
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Number of shares as to which Fayez Sarofim has:
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(i)
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Sole power to vote or to direct the vote
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(i)
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sole power to vote or direct the vote: 2,461,070 shares.
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(ii)
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Shared power to vote or to direct the vote
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(ii)
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shared power to vote or direct the vote: 1,170,436 shares. As discussed above, the voting arrangements with respect to the shares held in the various investment advisory
accounts managed by Fayez Sarofim & Co., Sarofim Trust Co., or Sarofim International Management Company, vary. Fayez Sarofim may be deemed to share the voting power possessed by Fayez Sarofim & Co., Sarofim Trust Co., or Sarofim
International Management Company, with respect to the securities held in such accounts by virtue of his control relationship to such investment advisers. Accordingly, it is believed that of the 1,242,170 shares which Mr. Sarofim may be deemed to own
beneficially for purposes of Rule 13d-3 (excluding the 2,461,070 shares which he holds for his own account and has the sole power to vote), he may be deemed to share voting power with respect to not more than 1,170,436 of such shares. Such voting
power may be deemed to be shared with Fayez Sarofim & Co. with respect to securities held in investment advisory accounts managed by Fayez Sarofim & Co., with Fayez Sarofim & Co. and Sarofim Trust Co. with respect to securities held in
investment advisory accounts managed by Sarofim Trust Co. and with Fayez Sarofim & Co. and Sarofim International Management Company with respect to securities held in investment advisory accounts of Sarofim International Management Company. In
many cases where securities are held in accounts managed by Fayez Sarofim & Co., Sarofim Trust Co., or Sarofim International Management Company, voting power may also be deemed to be shared with trustees, other fiduciaries, clients of Fayez
Sarofim & Co. or Sarofim Trust Co., or Sarofim International Management Company, or others.
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(iii)
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Sole power to dispose or to direct the disposition of
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(iii)
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sole power to dispose or direct the disposition of: 2,461,070 shares.
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(iv)
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Shared power to dispose or to direct the disposition of
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(iv)
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shared power to dispose or direct the disposition of: 1,242,170 shares. Such power may be deemed to be shared with Fayez Sarofim & Co. with respect to securities
held in accounts managed by Fayez Sarofim & Co., with Fayez Sarofim & Co. and Sarofim Trust Co. with respect to the securities held in accounts managed by Sarofim Trust Co. and with Fayez Sarofim & Co. and Sarofim International
Management Company with respect to securities held in investment advisory accounts of Sarofim International Management Company and with other trustees of trusts of which Mr. Sarofim is a trustee with respect to the securities held in such
trusts.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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
¨
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Not Applicable.
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a
statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
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With respect to securities held in accounts managed by Fayez Sarofim & Co. or held in accounts managed by Sarofim Trust Co., or held in accounts managed by
Sarofim International Management Company clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. No one client has such right with respect to more than five percent
of the Class.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and
the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
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As indicated in Item 3, Fayez Sarofim is Chairman of the Board and President, a director and owner of a majority of the outstanding capital stock of Fayez Sarofim
& Co. and may be considered a parent holding company of Fayez Sarofim & Co. Fayez Sarofim & Co. is an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940.
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Item 8.
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Identification and Classification of Members of the Group.
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an
exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the
group.
Not Applicable.
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Item 9.
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Notice of Dissolution of Group.
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Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further
filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Not Applicable.
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Item 10.
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Certification.
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(a)
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(b).
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course of business and 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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(b)
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
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.
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