Statement of Beneficial Ownership (sc 13d)
30 Mars 2017 - 12:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Provectus
Biopharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
74373F100
(CUSIP Number)
Courtlandt G. Miller
251 Royal Palm Way, Suite 205
Palm Beach, FL 33480
(561) 543-6802
with
copies to:
David W. Bernstein, Esq.
Goodwin Procter LLP
620
Eighth Avenue
New York, NY 10018
(212) 813-8808
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 19, 2017
(Date of Event Which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
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1
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Name of
Reporting Persons
Charles Littlejohn
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2
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Check the Appropriate Box if a Member
of a Group*
(a) ☒ (b) ☐
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3
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SEC Use Only
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4
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Source of Funds*
PF
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
1,956,790
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
1,956,790
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,956,790
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12
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares*
☐
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13
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Percent of Class Represented by Amount
in Row (11)
0.540%
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14
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Type of Reporting Person*
IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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1
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Name of
Reporting Persons
Jeffrey A. Morris
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2
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Check the Appropriate Box if a Member
of a Group*
(a) ☒ (b) ☐
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3
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SEC Use Only
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4
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Source of Funds*
PF
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
17,000,000
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
17,000,000
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
17,000,000
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12
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares*
☐
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13
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Percent of Class Represented by Amount
in Row (11)
4.66%
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14
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Type of Reporting Person*
IN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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1
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Name of
Reporting Persons
James F Boyle Jr Credit Shelter Trust
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2
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Check the Appropriate Box if a Member
of a Group*
(a) ☒ (b) ☐
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3
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SEC Use Only
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4
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Source of Funds*
PF
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
15,000
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
15,000
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
15,000
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12
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares*
☐
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13
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Percent of Class Represented by Amount
in Row (11)
0.04%
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14
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Type of Reporting Person*
OO
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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1
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Name of
Reporting Persons
John G. Gazonas
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2
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Check the Appropriate Box if a Member
of a Group*
(a) ☒ (b) ☐
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3
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SEC Use Only
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4
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Source of Funds*
PF
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
2,350,000
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
2,350,000
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,350,000
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12
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares*
☐
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13
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Percent of Class Represented by Amount
in Row (11)
0.64%
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14
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Type of Reporting Person*
IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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1
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Name of
Reporting Persons
James D. Watson
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2
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Check the Appropriate Box if a Member
of a Group*
(a) ☒ (b) ☐
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3
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SEC Use Only
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4
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Source of Funds*
PF
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
500,000
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
1,000,000
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000
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12
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares*
☐
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13
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Percent of Class Represented by Amount
in Row (11)
0.27%
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14
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Type of Reporting Person*
IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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1
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Name of
Reporting Persons
Times 11, LLC
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2
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Check the Appropriate Box if a Member
of a Group*
(a) ☒ (b) ☐
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3
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SEC Use Only
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4
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Source of Funds*
OO
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
532,000
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
1,330,000
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,330,000
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12
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares*
☐
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13
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Percent of Class Represented by Amount
in Row (11)
0.36%
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14
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Type of Reporting Person*
OO
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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1
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Name of
Reporting Persons
Steve Smith
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2
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Check the Appropriate Box if a Member
of a Group*
(a) ☒ (b) ☐
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3
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SEC Use Only
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4
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Source of Funds*
PF
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
780,000
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
780,000
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
780,000
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12
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares*
☐
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13
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Percent of Class Represented by Amount
in Row (11)
0.21%
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14
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Type of Reporting Person*
IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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1
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Name of
Reporting Persons
Al Schwenck
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2
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Check the Appropriate Box if a Member
of a Group*
(a) ☒ (b) ☐
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3
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SEC Use Only
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4
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Source of Funds*
PF
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
45,000
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
45,000
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
45,000
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12
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares*
☐
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13
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Percent of Class Represented by Amount
in Row (11)
0.01%
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14
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Type of Reporting Person*
IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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1
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Name of
Reporting Persons
Marta Schwenck
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2
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Check the Appropriate Box if a Member
of a Group*
(a) ☒ (b) ☐
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3
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SEC Use Only
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4
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Source of Funds*
PF
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7
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Sole Voting Power
45,000
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
45,000
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
45,000
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12
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares*
☐
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13
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Percent of Class Represented by Amount
in Row (11)
0.01%
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14
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Type of Reporting Person*
IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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1
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Name of
Reporting Persons
Jean Stack
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2
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Check the Appropriate Box if a Member
of a Group*
(a) ☒ (b) ☐
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3
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SEC Use Only
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4
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Source of Funds*
PF
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7
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Sole Voting Power
100,000
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
100,000
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
100,000
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12
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares*
☐
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13
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Percent of Class Represented by Amount
in Row (11)
0.03%
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14
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Type of Reporting Person*
IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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1
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Name of
Reporting Persons
Bill Reinhard
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2
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Check the Appropriate Box if a Member
of a Group*
(a) ☒ (b) ☐
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3
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SEC Use Only
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4
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Source of Funds*
PF
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6
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Citizenship or Place of
Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7
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Sole Voting Power
0
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares*
☐
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13
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Percent of Class Represented by Amount
in Row (11)
0.00%
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14
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Type of Reporting Person*
IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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1
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Name of
Reporting Persons
Scott Webber
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2
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Check the Appropriate Box if a Member
of a Group*
(a) ☒ (b) ☐
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3
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SEC Use Only
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4
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Source of Funds*
PF
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6
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Citizenship or Place of
Organization
United States
|
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7
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Sole Voting Power
60,000
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
60,000
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
60,000
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12
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares*
☐
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13
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Percent of Class Represented by Amount
in Row (11)
0.02%
|
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14
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Type of Reporting Person*
IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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1
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Name of
Reporting Persons
Hugh G. Nolan
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2
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Check the Appropriate Box if a Member
of a Group*
(a) ☒ (b) ☐
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3
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SEC Use Only
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4
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Source of Funds*
PF
|
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
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6
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Citizenship or Place of
Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7
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Sole Voting Power
250,000
|
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8
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Shared Voting Power
0
|
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9
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Sole Dispositive Power
250,000
|
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10
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Shared Dispositive Power
0
|
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11
|
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Aggregate Amount Beneficially Owned by Each Reporting Person
250,000
|
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12
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Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares*
☐
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13
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Percent of Class Represented by Amount
in Row (11)
0.07%
|
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14
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Type of Reporting Person*
IN
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*
|
SEE INSTRUCTIONS BEFORE FILLING OUT!
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1
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Name of
Reporting Persons
Marc Kelley
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2
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Check the Appropriate Box if a Member
of a Group*
(a) ☒ (b) ☐
|
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3
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SEC Use Only
|
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4
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Source of Funds*
PF
|
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
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6
|
|
Citizenship or Place of
Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7
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Sole Voting Power
34,150
|
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8
|
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Shared Voting Power
0
|
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9
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Sole Dispositive Power
34,150
|
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10
|
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Shared Dispositive Power
0
|
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
34,150
|
|
12
|
|
Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares*
☐
|
|
13
|
|
Percent of Class Represented by Amount
in Row (11)
0.01%
|
|
14
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Type of Reporting Person*
IN
|
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*
|
SEE INSTRUCTIONS BEFORE FILLING OUT!
|
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1
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Name of
Reporting Persons
Courtlandt G. Miller
|
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2
|
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Check the Appropriate Box if a Member
of a Group*
(a) ☒ (b) ☐
|
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3
|
|
SEC Use Only
|
|
4
|
|
Source of Funds*
PF
|
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5
|
|
Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
6
|
|
Citizenship or Place of
Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7
|
|
Sole Voting Power
7,800
|
|
|
8
|
|
Shared Voting Power
0
|
|
|
9
|
|
Sole Dispositive Power
396,370
|
|
|
10
|
|
Shared Dispositive Power
0
|
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
396,370
|
|
12
|
|
Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares*
☐
|
|
13
|
|
Percent of Class Represented by Amount
in Row (11)
0.11%
|
|
14
|
|
Type of Reporting Person*
IN
|
|
*
|
SEE INSTRUCTIONS BEFORE FILLING OUT!
|
|
|
|
|
|
|
|
|
|
1
|
|
Name of
Reporting Persons
Peter Culpepper
|
|
2
|
|
Check the Appropriate Box if a Member
of a Group*
(a) ☒ (b) ☐
|
|
3
|
|
SEC Use Only
|
|
4
|
|
Source of Funds*
PF
|
|
5
|
|
Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
6
|
|
Citizenship or Place of
Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7
|
|
Sole Voting Power
3,474,998
|
|
|
8
|
|
Shared Voting Power
0
|
|
|
9
|
|
Sole Dispositive Power
3,474,998
|
|
|
10
|
|
Shared Dispositive Power
0
|
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,474,998
|
|
12
|
|
Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares*
☐
|
|
13
|
|
Percent of Class Represented by Amount
in Row (11)
0.95%
|
|
14
|
|
Type of Reporting Person*
IN
|
|
*
|
SEE INSTRUCTIONS BEFORE FILLING OUT!
|
|
|
|
|
|
|
|
|
|
1
|
|
Name of
Reporting Persons
Robert Taurosa
|
|
2
|
|
Check the Appropriate Box if a Member
of a Group*
(a) ☒ (b) ☐
|
|
3
|
|
SEC Use Only
|
|
4
|
|
Source of Funds*
PF
|
|
5
|
|
Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
6
|
|
Citizenship or Place of
Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7
|
|
Sole Voting Power
0
|
|
|
8
|
|
Shared Voting Power
0
|
|
|
9
|
|
Sole Dispositive Power
0
|
|
|
10
|
|
Shared Dispositive Power
0
|
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
|
12
|
|
Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares*
☐
|
|
13
|
|
Percent of Class Represented by Amount
in Row (11)
0.00%
|
|
14
|
|
Type of Reporting Person*
IN
|
|
*
|
SEE INSTRUCTIONS BEFORE FILLING OUT!
|
|
|
|
|
|
|
|
|
|
1
|
|
Name of
Reporting Persons
Calvin Wallen III
|
|
2
|
|
Check the Appropriate Box if a Member
of a Group*
(a) ☒ (b) ☐
|
|
3
|
|
SEC Use Only
|
|
4
|
|
Source of Funds*
PF
|
|
5
|
|
Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
6
|
|
Citizenship or Place of
Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7
|
|
Sole Voting Power
0
|
|
|
8
|
|
Shared Voting Power
0
|
|
|
9
|
|
Sole Dispositive Power
0
|
|
|
10
|
|
Shared Dispositive Power
0
|
|
11
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
|
12
|
|
Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares*
☐
|
|
13
|
|
Percent of Class Represented by Amount
in Row (11)
0.00%
|
|
14
|
|
Type of Reporting Person*
IN
|
|
*
|
SEE INSTRUCTIONS BEFORE FILLING OUT!
|
|
Item 1.
|
Security and Issuer
|
This Schedule 13D (this “Statement”) relates to
common stock, par value $0.001 per share (“Common Stock”), of Provectus Biopharmaceuticals, Inc. (the “Issuer”). The address of the principal executive office of the Issuer is: 7327 Oak Ridge Highway, Suite A, Knoxville,
Tennessee 37931.
|
Item 2.
|
Identity and Background
|
|
(a)
|
This statement is being filed by Charles Littlejohn, Jeffrey A. Morris, the James F Boyle Jr Credit Shelter Trust, John G. Gazonas, James D. Watson, Times 11, LLC, Steve Smith, Al Schwenck, Marta Schwenck, Jean Stack,
Bill Reinhard, Scott Webber, Hugh G. Nolan, Marc Kelley, Courtlandt G. Miller, Peter R. Culpepper, Calvin Wallen III, and Robert Taurosa (together, the “Reporting Persons”).
|
The Reporting Persons in the aggregate own beneficially more than 5% of a class of equity securities of the Issuer.
|
(b)
|
and (c) – The addresses and principal occupations of the Reporting Persons are as follows:
|
|
|
|
|
|
|
|
Name
|
|
Residence or
Business Address
|
|
Present Principal Occupation;
Name and Principal Business
|
|
|
|
|
|
Charles Littlejohn
|
|
301 Oakhill Drive
Lompoc, CA 93436
|
|
Retired
|
|
|
|
|
|
Jeffrey A. Morris
|
|
238 Kings Grant Road
Maryville, TN 37801
|
|
President
LDX Optronics Inc.
Manufacturing
lasers
|
|
|
|
|
|
James F Boyle Jr Credit Shelter Trust
|
|
2390 Orchard Crest Blvd.
Manasquan, NJ 08736
|
|
N/A
|
|
|
|
|
|
John G. Gazonas
|
|
315-319
Hawthorne Avenue
Point Pleasant, NJ 08742
|
|
President
Pharos Contracting Company Inc.
General contractor/developer
|
|
|
|
|
|
James D. Watson
|
|
400A E. Oceanfront
Balboa, CA 92661
|
|
Owner
Interim HealthCare of Greater NY,
& Western NY
health
care
|
|
|
|
|
|
Times 11, LLC
|
|
304 S. Euclid Avenue
Westfield, NJ 07090
|
|
N/A
|
|
|
|
|
|
Steve Smith
|
|
2100 Highway 35
Sea Girt, NJ 08750
|
|
Owner
Wings
Recreation
|
|
|
|
|
|
Al Schwenck
|
|
53 Hillside Terrace
Ocean, NJ 07712
|
|
Retired
|
|
|
|
|
|
Marta Schwenck
|
|
53 Hillside Terrace
Ocean, NJ 07712
|
|
Retired
|
|
|
|
|
|
Jean Stack
|
|
127 Metedeconk
Court
Holmdel, NJ 07733
|
|
RKS Associates
Special Needs Services
Owner
|
|
|
|
|
|
Bill Reinhard
|
|
396 Sycamore Street
Manasquan, NJ 08736
|
|
Self-Employed
|
|
|
|
|
|
Scott Webber
|
|
19 Bradley Road
Clark, NJ 07066
|
|
Builder/Project Manager
Monroe Manor, Inc.
Home
Builders
|
|
|
|
|
|
Hugh G. Nolan
|
|
1011 Forrest Road
Brielle, NJ 08730
|
|
Self-Employed
|
|
|
|
|
|
Marc Kelley
|
|
60 Normandie Place
Cranford, NJ 07016
|
|
Retired
|
|
|
|
|
|
Courtlandt G. Miller
|
|
251 Royal Palm Way, Ste 205
Palm Beach, FL 33480
|
|
Chief Executive Officer
Via Verde LLC
Mirco-wind renewable
energy
|
|
|
|
|
|
Peter R. Culpepper
|
|
P.O. Box 32489
Knoxville, TN 37930
|
|
Self-Employed
|
|
|
|
|
|
Robert Taurosa
|
|
3401 Shoreline Drive
Allenwood, NJ 08720
|
|
RCT Policies FLP
Insurance
|
(d) – Not applicable.
(e) – Not applicable.
(f)
– All individual Reporting Persons are U.S. citizens. Times 11 LLC is a Delaware limited liability company that was formed on March 23, 2011.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Not applicable.
|
Item 4.
|
Purpose of Transaction
|
On February 28, 2017, a person representing the Reporting Persons (“Investors”), informed the Issuer that, if investor
commitments for at least $8 million were obtained, the Investors proposed to purchase for between $8 million and $20 million units consisting of common stock and a new Preferred Stock of the Issuer. The communication included a draft
Term Sheet relating to the proposed investment. As the Issuer was told that at that time, the Investor commitments were less than the minimum amount necessary to cause agreements regarding the commitments that had been made to be effective.
Therefore, the Investors’ commitments were not at the time effective. One of the conditions to the proposed financing was that all the officers and directors of the Issuer resign and persons designated by the Investors be elected to the Board.
On March 4, 2017, the Issuer issued a press release in which it announced that it had received a proposal from two investor groups,
one of which was the Investors. On the same day, the Issuer’s lawyers sent a lawyer for representatives of the Investors a brief comparison of the two financing proposals and said that the Issuer’s Board had deemed the Investor proposal to
be far inferior to the other proposal. On March 8, a representative of the Investors responded, through lawyers, that the Investors had no interest in investing on the terms of the other proposal, and in view of the Board’s belief that the
Investor proposal was far inferior to the other proposal,
the Investors were withdrawing their proposal. However, the representative of the Investors said that if the other group is not able to provide the described financing, or for any other reason
the Issuer’s Board decides that it would like to pursue a financing by the Investors on the terms they had proposed, the principal Investors would try to revive that proposal.
Despite the fact that the Investors had withdrawn their proposal, in order to be prepared to provide funds they believe are critical to the
Issuer if the Issuer asked them to revive their proposal, by March 19, 2017, all the Investors agreed that they would commit to invest even though there were only $6 million in commitments. Therefore, their commitments became effective.
On March 20, 2017, the Issuer announced that it had entered into a Definitive Financing Commitment Term Sheet with a group of its
shareholders. The press release containing that announcement said that the Issuer had previously received two unsolicited proposals relating to potential equity financings and that its board of directors had rejected the Investors’ proposal
because, among other reasons, “the financial terms of [the proposal] were determined to be detrimental to the future of the Company as an ongoing concern.” On March 23, 2017, the Issuer filed a Report on Form
8-K
with the Securities and Exchange Commission in which it described the terms of an amended and restated Definitive Commitment Term Sheet. What it described was a financing in the form of a secured convertible
loan, secured by a first priority security interest in the Issuer’s intellectual property.
On March 24, 2017, a representative
of the Investors sent a letter to the directors of the Issuer in which he said that the transaction described in the Form
8-K
would constitute a waste of corporate assets and that unless the Investors receive
assurance by March 27, 2017 that the Issuer will not enter into the transaction described in the Form
8-K,
they are going to institute litigation in the Delaware courts to prevent the Issuer from entering
into that transaction and to hold the directors personally liable for the costs the Issuer has incurred in connection with that transaction and in connection with a recently terminated rights offering.
On March 27, a lawyer for the Issuer responded by stating that if the Investors made a proposal that did not involve Peter R. Culpepper,
the Issuer’s Board would consider it. On March 28, 2017, the representative of the Investors responded that they would accept that condition and stated that the Investors would like to begin right away working on the documents regarding
the financing transaction they have proposed.
|
Item 5.
|
Interest in Securities of the Issuer
|
(a)—The aggregate number of Shares to which
this Schedule 13D relates is 28,806,558 shares, representing 7.90% of the 364,773,297 shares outstanding as reported by the Issuer in its Form
10-Q
filed with the Securities Exchange Commission on
November 9, 2016, adjusted to take account of a reset which resulted in the issuance of additional shares. The Reporting Persons own those shares as follows:
|
|
|
|
|
|
|
Name
|
|
Shares of
Common Stock
(1)
|
|
% of Class of
Common
|
|
Charles Littlejohn
|
|
1,956,790
|
|
*
|
|
Jeffrey A. Morris
|
|
17,000,000
|
|
4.66%
|
|
James F Boyle Jr Credit Shelter Trust
|
|
15,000
|
|
*
|
|
John G. Gazonas
|
|
2,350,000
|
|
*
|
|
James D. Watson
|
|
100,000
|
|
*
|
|
Times 11, LLC
|
|
1,330,000
|
|
*
|
|
Steve Smith
|
|
780,000
|
|
*
|
|
Al Schwenck
|
|
45,000
|
|
*
|
|
Marta Schwenck
|
|
45,000
|
|
*
|
|
|
|
|
|
|
|
Jean Stack
|
|
1,000,000
|
|
*
|
|
Bill Reinhard
|
|
0
|
|
0.00%
|
|
Scott Webber
|
|
60,000
|
|
*
|
|
Hugh G. Nolan
|
|
250,000
|
|
*
|
|
Courtlandt G. Miller
|
|
396,370
|
|
*
|
|
Peter R. Culpepper
|
|
3,474,998
|
|
*
|
|
Robert Taurosa
|
|
0
|
|
0.00%
|
|
Marc Kelley
|
|
31,150
|
|
*
|
|
(1)
|
Includes shares issuable upon exercise of warrants, which are currently exercisable.
|
|
*
|
Indicates less than 1% ownership.
|
|
(b)
|
Each of the Reporting Persons has the sole power to vote or direct the vote and sole power to dispose or direct the disposition of the shares reported for that person, except that James D. Watson has shared voting power
with regard to 500,000 shares.
|
|
(c)
|
John G. Gazonas purchased 28,000 shares of the Issuer’s common stock on February 9, 2017 at $0.021 per share.
|
Jeffrey A. Morris purchase 1,000,000 shares of the Issuer’s common stock on March 24, 2017 at $0.041 per share and 1,000,000 shares
of the Issuer’s common stock on March 27, 2017 at $0.047 per share.
Hugh Nolan purchased 55,000 shares of the Issuer’s
common stock on February 1st, February 8, 2017 at $0.02.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities
of the Issuer
Not applicable.
|
Item 7.
|
Material to be Filed as Exhibits
|
Exhibit 1 – Joint Filing Agreement
Exhibit 2 – Form of Amended Investment Agreement
SIGNATURE
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.
|
|
|
|
|
|
|
|
|
Dated: March 29, 2017
|
|
|
|
|
|
/s/ Courtlandt G. Miller
|
|
|
|
|
|
|
|
Courtlandt G. Miller
|
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