OMB APPROVAL | ||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB Number:3235-0145
Expires: February 28, 2009
Estimated average burden
hours per response… 10.4
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EINSTEIN NOAH RESTAURANT GROUP, INC.
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(Name of Issuer)
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Shares of Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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28257U104
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(CUSIP Number)
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Greenlight Capital, L.L.C.
140 East 45th Street, Floor 24
New York, New York 10017
Tel. No.: (212) 973-1900
Attention: Chief Operating Officer
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
- with copies to -
Barry N. Hurwitz
Bingham McCutchen LLP
One Federal Street
Boston, MA 02110
(617) 951-8000
August 6, 2013
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(Date of Event Which Requires Filing of this Statement)
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1
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Names of Reporting Persons.
Greenlight Capital, L.L.C.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(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 (See Instructions):
AF, WC, OO
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5
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Check 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.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
2,967,356
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
2,967,356
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,967,356
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
17.1%
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14
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Type of Reporting Person (See Instructions)
OO
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1
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Names of Reporting Persons.
Greenlight Capital, Inc.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(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 (See Instructions):
AF, WC, OO
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5
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Check 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.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
7,376,611
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
7,376,611
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,376,611
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
42.4%
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14
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Type of Reporting Person (See Instructions)
CO
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1
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Names of Reporting Persons.
Greenlight Capital, L.P.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(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 (See Instructions):
WC, OO
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5
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Check 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.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
453,626
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
453,626
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
453,626
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
2.6%
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14
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Type of Reporting Person (See Instructions)
PN
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1
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Names of Reporting Persons.
Greenlight Capital Qualified, L.P.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(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 (See Instructions):
WC, OO
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5
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Check 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.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
2,513,730
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
2,513,730
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,513,730
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
14.5%
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14
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Type of Reporting Person (See Instructions)
PN
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1
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Names of Reporting Persons.
Greenlight Capital Offshore Partners
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(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 (See Instructions):
WC, OO
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5
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Check 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.
British Virgin Islands
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
4,409,255
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
4,409,255
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,409,255
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
25.4%
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14
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Type of Reporting Person (See Instructions)
PN
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1
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Names of Reporting Persons.
DME Advisors GP, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(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 (See Instructions):
AF, WC, OO
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5
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Check 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.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
1,856,858
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
1,856,858
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,856,858
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
10.7%
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14
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Type of Reporting Person (See Instructions)
OO
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1
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Names of Reporting Persons.
DME Capital Management, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(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 (See Instructions):
AF, WC, OO
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||
5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
|
||
6
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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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7 Sole Voting Power
0
|
8 Shared Voting Power
1,106,858
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|
9 Sole Dispositive Power
0
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10 Shared Dispositive Power
1,106,858
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,106,858
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
6.4%
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14
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Type of Reporting Person (See Instructions)
PN
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1
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Names of Reporting Persons.
David Einhorn
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(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 (See Instructions):
AF, WC, OO
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5
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Check 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.
USA
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
9,233,469
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
9,233,469
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,233,469
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||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
|
||
13
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Percent of Class Represented by Amount in Row (11)
53.1%
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||
14
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Type of Reporting Person (See Instructions)
IN
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Exhibit 99.1
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Underwriting Agreement dated August 5, 2013, by and among the Issuer, the Selling Shareholders and the Underwriter.
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Greenlight Capital, L.L.C. | |||
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By:
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/s/ Daniel Roitman | |
Daniel Roitman | |||
Chief Operating Officer | |||
Greenlight Capital, Inc. | |||
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By:
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/s/ Daniel Roitman | |
Daniel Roitman | |||
Chief Operating Officer | |||
Greenlight Capital, L.P.
By:Greenlight Capital, L.L.C.,
its General Partner
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By:
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/s/ Daniel Roitman | |
Daniel Roitman | |||
Chief Operating Officer | |||
Greenlight Capital Qualified, L.P.
By: Greenlight Capital, L.L.C.,
its General Partner
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By:
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/s/ Daniel Roitman | |
Daniel Roitman | |||
Chief Operating Officer | |||
Greenlight Capital Offshore Partners
By: Greenlight Capital, Inc.,
its Investment Manager
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By:
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/s/ Daniel Roitman | |
Daniel Roitman | |||
Chief Operating Officer | |||
DME Advisors GP, L.L.C | |||
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By:
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/s/ Daniel Roitman | |
Daniel Roitman | |||
Chief Operating Officer | |||
DME Capital Management, L.P. | |||
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By:
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/s/ Daniel Roitman | |
Daniel Roitman | |||
Chief Operating Officer | |||
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/s/ Daniel Roitman** | |
Daniel Roitman, on behalf of David Einhorn | |||