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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
Bankrate, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
06646V108
(CUSIP Number)
December 31, 2003
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Federated Investors, Inc.
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Pennsylvania
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power 1,047,964
6. Shared Voting Power
7. Sole Dispositive Power 1,047,964
8. Shared Dispositive Power
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,047,964
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9) 6.95%
12. Type of Reporting Person (See Instructions) HC
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Voting Shares Irrevocable Trust
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Pennsylvania
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power 1,047,964
6. Shared Voting Power
7. Sole Dispositive Power 1,047,964
8. Shared Dispositive Power
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,047,964
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9) 6.95%
12. Type of Reporting Person (See Instructions) OO
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
John F. Donahue
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power
6. Shared Voting Power 1,047,964
7. Sole Dispositive Power
8. Shared Dispositive Power 1,047,964
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,047,964
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9) 6.95%
12. Type of Reporting Person (See Instructions) IN
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Rhodora J. Donahue
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power
6. Shared Voting Power 1,047,964
7. Sole Dispositive Power
8. Shared Dispositive Power 1,047,964
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,047,964
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9) 6.95%
12. Type of Reporting Person (See Instructions) IN
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
J. Christopher Donahue
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power
6. Shared Voting Power 1,047,964
7. Sole Dispositive Power
8. Shared Dispositive Power 1,047,964
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,047,964
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9) 6.95%
12. Type of Reporting Person (See Instructions) IN
INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
(l) Names and I.R.S. Identification Numbers of Reporting
Persons-Furnish the full legal name of each person for whom the
report is filed-i.e., each person required to sign the schedule
itself-including each member of a group. Do not include the name of
a person required to be identified in the report but who is not a
reporting person. Reporting persons that are entities are also
requested to furnish their I.R.S. identification numbers, although
disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G" below).
(2) If any of the shares beneficially owned by a reporting person
are held as a member of a group and that membership is expressly
affirmed, please check row 2(a). If the reporting person disclaims
membership in a group or describes a relationship with other
persons but does not affirm the existence of a group, please check
row 2(b) [unless it is a joint filing pursuant to Rule 13d1(k)(1)
in which case it may not be necessary to check row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization-Furnish citizenship if the
named reporting person is a natural person. Otherwise, furnish
place of organization.
(5)-(9), (11) Aggregate Amount Beneficially Owned By Each Reporting
Person, Etc.-Rows (5) through (9) inclusive, and (11) are to be
completed in accordance with the provisions of Item 4 of Schedule
13G. All percentages are to be rounded off to the nearest tenth
(one place after decimal point).
(10) Check if the aggregate amount reported as beneficially owned
in row (9) does not include shares as to which beneficial ownership
is disclaimed pursuant to Rule 13d-4 (17 CFR 240.13d-4] under the
Securities Exchange Act of 1934.
(12) Type of Reporting Person-Please classify each "reporting
person" according to the following breakdown (see Item 3 of
Schedule 13G) and place the appropriate symbol on the form:
Category Symbol
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund, or Endowment Fund EP
Parent Holding Company/Control Person HC
Savings Association SA
Church Plan CP
Corporation CO
Partnership PN
Individual IN
Other OO
Notes: Attach as many copies of the second part of the cover page
as are needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication,
answer items on the schedules (Schedule 13D, 13G or 14D1) by
appropriate cross references to an item or items on the cover
page(s). This approach may only be used where the cover page item
or items provide all the disclosure required by the schedule item.
Moreover, such a use of a cover page item will result in the item
becoming a part of the schedule and accordingly being considered as
"filed" for purposes of Section 18 of the Securities Exchange Act
or otherwise subject to the liabilities of that section of the Act.
Reporting persons may comply with their cover page filing
requirements by filing either completed copies of the blank forms
available from the Commission, printed or typed facsimiles, or
computer printed facsimiles, provided the documents filed have
identical formats to the forms prescribed in the Commission's
regulations and meet existing Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule
12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act
of 1934 and the rules and regulations thereunder, the Commission is
authorized to solicit the information required to be supplied by
this schedule by certain security holders of certain issuers.
Disclosure of the information specified in this schedule is
mandatory, except for I.R.S. identification numbers, disclosure of
which is voluntary. The information will be used for the primary
purpose of determining and disclosing the holdings of certain
beneficial owners of certain equity securities. This statement will
be made a matter of public record. Therefore, any information given
will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can
use it for a variety of purposes, including referral to other
governmental authorities or securities self-regulatory
organizations for investigatory purposes or in connection with
litigation involving the Federal securities laws or other civil,
criminal or regulatory statutes or provisions. I.R.S.
identification numbers, if furnished, will assist the Commission in
identifying security holders and, therefore, in promptly processing
statements of beneficial ownership of securities.
Failure to disclose the information requested by this schedule,
except for I.R.S. identification numbers, may result in civil or
criminal action against the persons involved for violation of the
Federal securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements filed pursuant to Rule 13d-1(b) containing the
information required by this schedule shall be filed not later than
February 14 following the calendar year covered by the statement or
within the time specified in Rules 13d-1(b)(2) and 13d2(c).
Statements filed pursuant to Rule 13d-1(c) shall be filed within
the time specified in Rules 13d-1(c), 13d-2(b) and 13d-2(d).
Statements filed pursuant to Rule 13d-1(d) shall be filed not later
than February 14 following the calendar year covered by the
statement pursuant to Rules 13d-1(d) and 13d-2(b).
B. Information contained in a form which is required to be filed by
rules under section 13(f) (15 U.S.C. 78m(f)) for the same calendar
year as that covered by a statement on this schedule may be
incorporated by reference in response to any of the items of this
schedule. If such information is incorporated by reference in this
schedule, copies of the relevant pages of such form shall be filed
as an exhibit to this schedule.
C. The item numbers and captions of the items shall be included but
the text of the items is to be omitted. The answers to the items
shall be so prepared as to indicate clearly the coverage of the
items without referring to the text of the items. Answer every
item. If an item is inapplicable or the answer is in the negative,
so state.
Item 1.
(a) Name of Issuer
Bankrate, Inc.
(b) Address of Issuer's Principal Executive Offices
11811 U.S. Highway One, Suite 101
North Palm Beach, FL 33408
Item 2.
(a) Name of Person Filing SEE ROW 1 OF COVER PAGES
(b) Address of Principal Business Office or, if none, Residence
Federated Investors Tower, Pittsburgh, PA 15222-3779
(c) Citizenship SEE ROWS 1 AND 4 OF COVER PAGES
(d) Title of Class of Securities
Common stock
(e) CUSIP Number 06646V108
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F);
(g) [ X ] A parent holding company or control person in accordance
with ss. 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] 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);
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1.
A. Federated Investors, Inc. (See Footnote 1, next page)
(a) Amount beneficially owned: 1,047,964
(b) Percent of class: 6.95%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 1,047,964
(ii) Shared power to vote or to direct the vote -0-
(iii) Sole power to dispose or to direct the disposition of
1,047,964
(iv) Shared power to dispose or to direct the disposition of -0-
B. Voting Shares Irrevocable Trust
(a) Amount beneficially owned: 1,047,964
(b) Percent of class: 6.95%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 1,047,964
(ii) Shared power to vote or to direct the vote -0-
(iii) Sole power to dispose or to direct the disposition of
1,047,964
(iv) Shared power to dispose or to direct the disposition of -0-
C. John F. Donahue
(a) Amount beneficially owned: 1,047,964
(b) Percent of class: 6.95%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote -0-
(ii) Shared power to vote or to direct the vote 1,047,964
(iii) Sole power to dispose or to direct the disposition of -0-
(iv) Shared power to dispose or to direct the disposition of
1,047,964
D. Rhodora J. Donahue
(a) Amount beneficially owned: 1,047,964
(b) Percent of class: 6.95%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote -0-
(ii) Shared power to vote or to direct the vote 1,047,964
(iii) Sole power to dispose or to direct the disposition of -0-
(iv) Shared power to dispose or to direct the disposition of
1,047,964
E. J. Christopher Donahue
(a) Amount beneficially owned: 1,047,964
(b) Percent of class: 6.95%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote -0-
(ii) Shared power to vote or to direct the vote 1,047,964
(iii) Sole power to dispose or to direct the disposition of -0-
(iv) Shared power to dispose or to direct the disposition of
1,047,964
Instruction. For computations regarding securities which represent
a right to acquire an underlying security see ss.240.13d3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [ ].
Instruction: Dissolution of a group requires a response to this
item.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
NOT APPLICABLE
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company or Control Person.
SEE EXHIBIT "1" ATTACHED
Item 8. Identification and Classification of Members of the Group
NOT APPLICABLE
Item 9. Notice of Dissolution of Group
NOT APPLICABLE
Item 10. Certification
(a) The following certification shall be included if the statement
is filed pursuant to ss.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.
(b) The following certification shall be included if the statement
is filed pursuant to ss.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.
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.
Date: February 13, 2004
By: /s/J. Christopher Donahue
Name/Title: J. Christopher Donahue, as President of Federated
Investors, Inc.
By: /s/John F. Donahue
Name/Title: John F. Donahue, individually and as Trustee of Voting
Shares
Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact
By: /s/Rhodora J. Donahue
Name/Title: Rhodora J. Donahue, individually and as Trustee of
Voting Shares
Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact
By: /s/J. Christopher Donahue
Name/Title: J. Christopher Donahue, individually and as Trustee of
Voting Shares Irrevocable Trust
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner
of the filing person, evidence of the representative's authority to
sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See ss.240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations
(See 18 U.S.C. 1001)
EXHIBIT "1"
ITEM 3 CLASSIFICATION OF
REPORTING PERSONS
Identity and Classification of Each Reporting Person
IDENTITY CLASSIFICATION UNDER ITEM 3
American Skandia Trust (d) Investment company
registered under
Section 8 of the Investment
Company Act of
1940 (15 U.S.C. 80a-8).
Federated Equity Funds (d) Investment company
registered under
section 8 of the Investment
Company Act
of 1940 (15 U.S.C. 80a-8).
Federated Index Trust (d) Investment company
registered under
section 8 of the Investment
Company Act
of 1940 (15 U.S.C. 80a-8).
Federated Insurance Series (d) Investment company
registered under
section 8 of the Investment
Company Act
of 1940 (15 U.S.C. 80a-8).
Federated Investment Management (e) Investment Adviser
registered under
Company section 203 of the Investment
Advisers
Act of 1940
Federated Investment Management (e) Investment Adviser
registered under
Company section 203 of the Investment
Advisers
Act of 1940
Federated Investment Counseling (e) Investment Adviser
registered under section 203 of
the Investment Advisers Act of
1940
Federated Global Investment (e) Investment Adviser
registered under
Management Company section 203 of the Investment
Advisers
Act of 1940
Federated Investors, Inc. (g) Parent Holding Company, in
accordance with Section
240.13d-1(b)(ii)(G)
FII Holdings, Inc. (g) Parent Holding Company, in
accordance with Section
240.13d-1(b)(ii)(G)
Voting Shares Irrevocable Trust (g) Parent Holding Company, in
accordance with Section
240.13d-1(b)(ii)(G)
John F. Donahue (g) Parent Holding Company, in
accordance with Section
240.13d-1(b)(ii)(G)
Rhodora J. Donahue (g) Parent Holding Company, in
accordance with Section
240.13d-1(b)(ii)(G)
J. Christopher Donahue (g) Parent Holding Company, in
accordance with Section
240.13d-1(b)(ii)(G)
Federated Investors, Inc. (the "Parent") is filing this Schedule
13G because it is the parent holding company of Federated
Investment Management Company, Federated Investment Counseling, and
Federated Global Investment Management Corp. (the "Investment
Advisers"), which act as investment advisers to registered
investment companies and separate accounts that own shares of
common stock in Bankrate, Inc. (the "Reported Securities'). The
Investment Advisers are wholly owned subsidiaries of FII Holdings,
Inc., which is wholly owned subsidiary of Federated Investors,
Inc., the Parent. All of the Parent's outstanding voting stock is
held in the Voting Shares Irrevocable Trust (the "Trust") for which
John F. Donahue, Rhodora J. Donahue and J. Christopher Donahue act
as trustees (collectively, the "Trustees"). The Trustees have
joined in filing this Schedule 13G because of the collective voting
control that they exercise over the Parent. In accordance with
Rule 13d-4 under the Securities Act of 1934, as amended, the
Parent, the Trust, and each of the Trustees declare that this
statement should not be construed as an admission that they are the
beneficial owners of the Reported Securities, and the Parent, the
Trust, and each of the Trustees expressly disclaim beneficial
ownership of the Reported Securities
EXHIBIT "2"
AGREEMENT FOR JOINT FILING OF
SCHEDULE 13G
The following parties hereby agree to file jointly the
statement on Schedule 13G to which this Agreement is attached and
any amendments thereto which may be deemed necessary pursuant to
Regulation 13D-G under the Securities Exchange Act of 1934:
1. Federated Investors, Inc. as parent holding company of
the investment advisers to registered investment companies that
beneficially own the securities.
Voting Shares Irrevocable Trust, as holder of all the voting shares
of Federated Investors, Inc.
John F. Donahue, individually and as Trustee
Rhodora J. Donahue, individually and as Trustee
J. Christopher Donahue, individually and as Trustee
It is understood and agreed that each of the parties hereto is
responsible for the timely filing of such statement and any
amendments thereto, and for the completeness and accuracy of the
information concerning such party contained therein, but such party
is not responsible for the completeness or accuracy of information
concerning the other parties unless such party knows or has reason
to believe that such information is incomplete or inaccurate.
It is understood and agreed that the joint filing of Schedule
13G shall not be construed as an admission that the reporting
persons named herein constitute a group for purposes of Regulation
13D-G of the Securities Exchange Act of 1934, nor is a joint
venture for purposes of the Investment Company Act of 1940.
Date: February 13, 2004
By: /s/J. Christopher Donahue
Name/Title: J. Christopher Donahue, as President of Federated
Investors, Inc.
By: /s/ J. Christopher Donahue
Name/Title: John F. Donahue, individually and as Trustee of
Voting Shares Irrevocable Trust, by J. Christopher Donahue, as
attorney-in-fact.
By: /s/ Rhodora J. Donahue
Name/Title: Rhodora J. Donahue, individually and as Trustee as
Voting Shares Irrevocable Trust, by J. Christopher Donahue, as
attorney-in-fact.
By: /s/ J. Christopher Donahue
Name/Title: J. Christopher Donahue, individually and as Trustee
of Voting Shares Irrevocable Trust
1. The number of shares indicated represent shares beneficially
owned by registered investment companies and separate accounts
advised by subsidiaries of Federated Investors, Inc. that have
been delegated the power to direct investments and power to
vote the securities by the registered investment companies'
board of trustees or directors and by the separate accounts'
principals. All of the voting securities of Federated
Investors, Inc. are held in the Voting Shares Irrevocable
Trust ("Trust"), the trustees of which are John F. Donahue,
Rhodora J. Donahue, and J. Christopher Donahue ("Trustees').
In accordance with Rule 13d-4 under the 1934 Act, the Trust,
Trustees, and parent holding company declare that the filing
of this statement should not be construed as an admission that
any of the investment advisers, parent holding company, Trust,
and Trustees are beneficial owners (for the purposes of
Sections 13(d) and/or 13(g) of the Act) of any securities
covered by this statement, and such advisers, parent holding
company, Trust, and Trustees expressly disclaim that they are
the beneficial owners such securities.
EXHIBIT 3
POWER OF ATTORNEY
Each person who signature appears below hereby constitutes and
appoints J. Christopher Donahue their true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution for them and in their names, place and stead, in any
and all capacities, to sign any and all Schedule 13Gs, and any
amendments thereto, to be filed with the Securities and Exchange
commission pursuant to Regulation D of the Securities Exchange Act
of 1934, as amended, by means of the Securities and Exchange
Commission's electronic disclosure system known as EDGAR; and to
file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and
authority to sign and perform each and every act and thing
requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as each of them might or could do
in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
SIGNATURES TITLE OR CAPACITY
/s/John F. Donahue Individually and as Trustee of
John F. Donahue the Voting Shares Irrevocable
Trust
/s/Rhodora J. Donahue Individually and as Trustee of
Rhodora J. Donahue the Voting Shares Irrevocable
Trust
Sworn to and subscribed before me this 14 day of February, 1994
/s/Joan S. Burkhart
Notary Public