You can access the original SEC filing by clicking here.
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
KRENSAVAGE PARTNERS | 2,925,170 | 0 | 2,925,170 | 0 | 2,925,170 | 5.1% |
KRENSAVAGE ADVISORS | 2,925,170 | 0 | 2,925,170 | 0 | 2,925,170 | 5.1% |
KRENSAVAGE PARTNERS TOO | 521,920 | 0 | 521,920 | 0 | 521,920 | Less than 1% |
KRENSAVAGE ADVISORS TOO | 521,920 | 0 | 521,920 | 0 | 521,920 | Less than 1% |
KRENSAVAGE ASSET MANAGEMENT | 3,447,090 | 0 | 3,447,090 | 0 | 3,447,090 | 6.0% |
MICHAEL P. KRENSAVAGE | 3,447,090 | 3,447,090 | 3,447,090 | 6.0% | ||
JEFFREY D. GOLDBERG | 0 | 0 | 0 | 0% | ||
DARREN P. LEHRICH | 0 | 0 | 0 | 0% | ||
MARK D. STOLPER | 0 | 0 | 0 | 0% | ||
FRANK R. WILLIAMS JR | 0 | 0 | 0 | 0% |
Page 1 of 19 – SEC Filing
(Name, Address and Telephone Number of Person
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Page 2 of 19 – SEC Filing
1 | NAME OF REPORTING PERSON KRENSAVAGE PARTNERS, LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,925,170 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 2,925,170 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,925,170 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% | ||
14 | TYPE OF REPORTING PERSON PN |
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Page 3 of 19 – SEC Filing
1 | NAME OF REPORTING PERSON KRENSAVAGE ADVISORS, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS AF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,925,170 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 2,925,170 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,925,170 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% | ||
14 | TYPE OF REPORTING PERSON OO |
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Page 4 of 19 – SEC Filing
1 | NAME OF REPORTING PERSON KRENSAVAGE PARTNERS TOO, LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 521,920 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 521,920 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 521,920 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON PN |
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Page 5 of 19 – SEC Filing
1 | NAME OF REPORTING PERSON KRENSAVAGE ADVISORS TOO, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS AF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 521,920 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 521,920 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 521,920 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON OO |
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Page 6 of 19 – SEC Filing
1 | NAME OF REPORTING PERSON KRENSAVAGE ASSET MANAGEMENT, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS AF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 3,447,090 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 3,447,090 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,447,090 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% | ||
14 | TYPE OF REPORTING PERSON IA |
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Page 7 of 19 – SEC Filing
1 | NAME OF REPORTING PERSON MICHAEL P. KRENSAVAGE | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS AF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 3,447,090 | |
8 | SHARED VOTING POWER -0- | ||
9 | SOLE DISPOSITIVE POWER 3,447,090 | ||
10 | SHARED DISPOSITIVE POWER -0- | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,447,090 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% | ||
14 | TYPE OF REPORTING PERSON IN |
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Page 8 of 19 – SEC Filing
1 | NAME OF REPORTING PERSON JEFFREY D. GOLDBERG | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
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 | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON IN |
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Page 9 of 19 – SEC Filing
1 | NAME OF REPORTING PERSON DARREN P. LEHRICH | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
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 | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON IN |
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Page 10 of 19 – SEC Filing
1 | NAME OF REPORTING PERSON MARK D. STOLPER | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
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 | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON IN |
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Page 11 of 19 – SEC Filing
1 | NAME OF REPORTING PERSON FRANK R. WILLIAMS JR. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
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 | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON IN |
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Page 12 of 19 – SEC Filing
Item 2. | Identity and Background. |
| (a) | This statement is filed by: |
| (i) | Krensavage Partners, LP, a Delaware limited partnership (“Krensavage Partners”); |
| (ii) | Krensavage Partners Too, LP, a Delaware limited partnership (“Krensavage Partners Too”); |
| (iii) | Krensavage Advisors, LLC, a Delaware limited liability company (“Krensavage Advisors”), which serves as the general partner of Krensavage Partners; |
| (iv) | Krensavage Advisors Too, LLC, a Delaware limited liability company (“Krensavage Advisors Too”), which serves as the general partner of Krensavage Partners Too; |
| (v) | Krensavage Asset Management, LLC, a Delaware limited liability company (“Krensavage Asset Management”), which serves as the investment manager of each of Krensavage Partners and Krensavage Partners Too; |
| (vi) | Michael P. Krensavage, who serves as the managing member of Krensavage Asset Management; |
| (vii) | Jeffrey D. Goldberg, as a nominee for the Board of Directors of the Issuer (the “Board”); |
| (viii) | Darren P. Lehrich, as a nominee for the Board; |
| (ix) | Mark D. Stolper, as a nominee for the Board; and |
| (x) | Frank R. Williams Jr., as a nominee for the Board. |
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Page 13 of 19 – SEC Filing
Item 4. | Purpose of Transaction. |
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Page 14 of 19 – SEC Filing
Item 5. | Interest in Securities of the Issuer. |
A. | Krensavage Partners |
| (a) | As of the date hereof, Krensavage Partners directly owns 2,925,170 Shares. |
| (b) | 1. Sole power to vote or direct vote: 2,925,170 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 2,925,170 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Krensavage Partners has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. |
B. | Krensavage Advisors |
| (a) | Krensavage Advisors, as the general partner of Krensavage Partners, may be deemed the beneficial owner of the 2,925,170 Shares owned by Krensavage Partners. |
| (b) | 1. Sole power to vote or direct vote: 2,925,170 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 2,925,170 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Krensavage Advisors has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. |
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Page 15 of 19 – SEC Filing
C. | Krensavage Partners Too |
| (a) | As of the date hereof, Krensavage Partners Too directly owns 521,920 Shares. |
| (b) | 1. Sole power to vote or direct vote: 521,920 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 521,920 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Krensavage Partners Too has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. |
D. | Krensavage Advisors Too |
| (a) | Krensavage Advisors Too, as the general partner of Krensavage Partners Too, may be deemed the beneficial owner of the 521,920 Shares owned by Krensavage Partners Too. |
| (b) | 1. Sole power to vote or direct vote: 521,920 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 521,920 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Krensavage Advisors Too has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. |
E. | Krensavage Asset Management |
| (a) | Krensavage Asset Management, as the investment manager of each of Krensavage Partners and Krensavage Partners Too, may be deemed the beneficial owner of the (i) 2,925,170 Shares owned by Krensavage Partners and (ii) 521,920 Shares owned by Krensavage Partners Too. |
| (b) | 1. Sole power to vote or direct vote: 3,447,090 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 3,447,090 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Krensavage Asset Management has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. |
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Page 16 of 19 – SEC Filing
F. | Mr. Krensavage |
| (a) | Mr. Krensavage, as the managing member of Krensavage Asset Management, may be deemed the beneficial owner of the (i) 2,925,170 Shares owned by Krensavage Partners and (ii) 521,920 Shares owned by Krensavage Partners Too. |
| (b) | 1. Sole power to vote or direct vote: 3,447,090 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 3,447,090 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Krensavage has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. |
| (a) | As of the date hereof, Messrs. Goldberg, Lehrich, Stolper, and Williams do not own any Shares. |
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | None of Messrs. Goldberg, Lehrich, Stolper, or Williams has entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
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Page 17 of 19 – SEC Filing
Item 7. | Material to be Filed as Exhibits. |
| 99.1 | Amended and Restated Joint Filing and Solicitation Agreement by and among Krensavage Partners, LP, Krensavage Partners Too, LP, Krensavage Advisors, LLC, Krensavage Advisors Too, LLC, Krensavage Asset Management, LLC, Michael P. Krensavage, Jeffrey D. Goldberg, Darren P. Lehrich, Mark D. Stolper, and Frank R. Williams Jr., dated April 14, 2016. |
| 99.2 | Form of Indemnification Letter Agreement. |
| 99.3 | Power of Attorney. |
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Page 18 of 19 – SEC Filing
Krensavage Partners, LP | |||
By: | Krensavage Asset Management, LLC Investment Manager | ||
By: | /s/ Michael P. Krensavage | ||
Name: | Michael P. Krensavage | ||
Title: | Managing Member |
Krensavage Partners Too, LP | |||
By: | Krensavage Asset Management, LLC Investment Manager | ||
By: | /s/ Michael P. Krensavage | ||
Name: | Michael P. Krensavage | ||
Title: | Managing Member |
Krensavage Advisors, LLC | |||
By: | /s/ Michael P. Krensavage | ||
Name: | Michael P. Krensavage | ||
Title: | Owner |
Krensavage Advisors Too, LLC | |||
By: | /s/ Michael P. Krensavage | ||
Name: | Michael P. Krensavage | ||
Title: | Owner |
Krensavage Asset Management, LLC | |||
By: | /s/ Michael P. Krensavage | ||
Name: | Michael P. Krensavage | ||
Title: | Managing Member |
/s/ Michael P. Krensavage | |
MICHAEL P. KRENSAVAGE Individually and as attorney-in-fact for Jeffrey D. Goldberg, Darren P. Lehrich, Mark D. Stolper, and Frank R .Williams Jr. |