Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

JetPay Corporation

(Name of Issuer)

 

 

Common Stock

(Title of Class of Securities)

913384103

(CUSIP Number)

Charles E. Glew

Steven M. Michienzi

Flexpoint Fund II, L.P.

Flexpoint Ford, LLC

676 N. Michigan Ave., Suite 3300

Chicago, Illinois 60611

(312) 327-4525

Copy to:

James S. Rowe

Mark A. Fennell, P.C.

Kirkland & Ellis LLP

300 North LaSalle

Chicago, Illinois 60654

(312) 862-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 18, 2016

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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).

 

 

 

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CUSIP No. 913384103		SCHEDULE 13D		Page 2 of 9

 

1		NAMES OF REPORTING PERSON:   Flexpoint Fund II, L.P.   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):   26-2377163
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (1) (a)  ☒        (b)  ☐
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS):   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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:   0
				8		SHARED VOTING POWER:   10,310,276 shares of Common Stock (as defined below) issuable upon conversion of 99,666 shares of Series A Preferred Stock (as defined below).(2)
				9		SOLE DISPOSITIVE POWER:   0
				10		SHARED DISPOSITIVE POWER:   10,310,276 shares of Common Stock issuable upon conversion of 99,666 shares of Series A Preferred Stock.
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   10,310,276 shares of Common Stock issuable upon conversion of 99,666 shares of Series A Preferred Stock.
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   36.8% (3)(4)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):   PN

 

(1)	Box (a) is checked with respect to the relationship of the Reporting Persons and Sundara Investment Partners, LLC, a Delaware limited liability company (Sundara), as described in Item 4 and footnote (4) below.

(2)

The Series A Preferred Stock is convertible into Common Stock. The calculation of shares of Common Stock is based on the number of shares of Series A Preferred Stock issued (99,666), multiplied by $300 (the purchase price per share of the Series A Preferred Stock) and divided by the applicable conversion price of $2.90, which is subject to adjustment in certain circumstances.

(3)

The calculation of the foregoing percentage is based on an aggregate of 27,993,179 shares of Common Stock outstanding, consisting of 17,682,903 shares of Common Stock outstanding as of the execution of the Amended and Restated Securities Purchase Agreement described in Item 4 on October 18, 2016, plus an additional 10,310,276 shares of Common Stock issuable upon conversion of the Series A Preferred Stock beneficially owned by the Reporting Persons.

(4)

As a result of the entry by the Investor (as defined below) into the Amended and Restated Securities Purchase Agreement described in Item 4, the Reporting Persons may be deemed to be the beneficial owners of the shares of Series A Preferred Stock owned by Sundara and the shares of Common Stock into which such shares of Series A Preferred Stock owned by Sundara may be converted; however, the Reporting Persons disclaim beneficial ownership of all securities owned by Sundara. Based on information provided to the Reporting Persons, Sundara beneficially owns 33,667 shares of Series A Preferred Stock, which are convertible into 3,482,793 shares of Common Stock.

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CUSIP No. 913384103		SCHEDULE 13D		Page 3 of 9

 

1		NAMES OF REPORTING PERSON:   Flexpoint Management II, L.P.   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):   26-2370850
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (1) (a)  ☒        (b)  ☐
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS):   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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:   0
				8		SHARED VOTING POWER:   10,310,276 shares of Common Stock issuable upon conversion of 99,666 shares of Series A Preferred Stock. (2)
				9		SOLE DISPOSITIVE POWER:   0
				10		SHARED DISPOSITIVE POWER:   10,310,276 shares of Common Stock issuable upon conversion of 99,666 shares of Series A Preferred Stock.
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   10,310,276 shares of Common Stock issuable upon conversion of 99,666 shares of Series A Preferred Stock.
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   36.8% (3)(4)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):   PN

 

(1)	Box (a) is checked with respect to the relationship of the Reporting Persons and Sundara, as described in Item 4 and footnote (4) below.

(2)

The Series A Preferred Stock is convertible into Common Stock. The calculation of shares of Common Stock is based on the number of shares of Series A Preferred Stock issued (99,666), multiplied by $300 (the purchase price per share of the Series A Preferred Stock) and divided by the applicable conversion price of $2.90, which is subject to adjustment in certain circumstances.

(3)

The calculation of the foregoing percentage is based on an aggregate of 27,993,179 shares of Common Stock outstanding, consisting of 17,682,903 shares of Common Stock outstanding as of the execution of the Amended and Restated Securities Purchase Agreement described in Item 4 on October 18, 2016, plus an additional 10,310,276 shares of Common Stock issuable upon conversion of the Series A Preferred Stock beneficially owned by the Reporting Persons.

(4)

As a result of the entry by the Investor (as defined below) into the Amended and Restated Securities Purchase Agreement described in Item 4, the Reporting Persons may be deemed to be the beneficial owners of the shares of Series A Preferred Stock owned by Sundara and the shares of Common Stock into which such shares of Series A Preferred Stock owned by Sundara may be converted; however, the Reporting Persons disclaim beneficial ownership of all securities owned by Sundara. Based on information provided to the Reporting Persons, Sundara beneficially owns 33,667 shares of Series A Preferred Stock, which are convertible into 3,482,793 shares of Common Stock.

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CUSIP No. 913384103		SCHEDULE 13D		Page 4 of 9

 

1		NAMES OF REPORTING PERSON:   Flexpoint Ultimate Management II, LLC   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):   26-2360949
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (1) (a)  ☒        (b)  ☐
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS):   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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:   0
				8		SHARED VOTING POWER:   10,310,276 shares of Common Stock issuable upon conversion of 99,666 shares of Series A Preferred Stock. (2)
				9		SOLE DISPOSITIVE POWER:   0
				10		SHARED DISPOSITIVE POWER:   10,310,276 shares of Common Stock issuable upon conversion of 99,666 shares of Series A Preferred Stock.
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   10,310,276 shares of Common Stock issuable upon conversion of 99,666 shares of Series A Preferred Stock.
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   36.8% (3)(4)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):   OO (Limited Liability Company)

 

(1)	Box (a) is checked with respect to the relationship of the Reporting Persons and Sundara, as described in Item 4 and footnote (4) below.

(2)

The Series A Preferred Stock is convertible into Common Stock. The calculation of shares of Common Stock is based on the number of shares of Series A Preferred Stock issued (99,666), multiplied by $300 (the purchase price per share of the Series A Preferred Stock) and divided by the applicable conversion price of $2.90, which is subject to adjustment in certain circumstances.

(3)

The calculation of the foregoing percentage is based on an aggregate of 27,993,179 shares of Common Stock outstanding, consisting of 17,682,903 shares of Common Stock outstanding as of the execution of the Amended and Restated Securities Purchase Agreement described in Item 4 on October 18, 2016, plus an additional 10,310,276 shares of Common Stock issuable upon conversion of the Series A Preferred Stock beneficially owned by the Reporting Persons.

(4)

As a result of the entry by the Investor (as defined below) into the Amended and Restated Securities Purchase Agreement described in Item 4, the Reporting Persons may be deemed to be the beneficial owners of the shares of Series A Preferred Stock owned by Sundara and the shares of Common Stock into which such shares of Series A Preferred Stock owned by Sundara may be converted; however, the Reporting Persons disclaim beneficial ownership of all securities owned by Sundara. Based on information provided to the Reporting Persons, Sundara beneficially owns 33,667 shares of Series A Preferred Stock, which are convertible into 3,482,793 shares of Common Stock.

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CUSIP No. 913384103		SCHEDULE 13D		Page 5 of 9

 

1		NAMES OF REPORTING PERSON:   Donald J. Edwards   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (1) (a)  ☒        (b)  ☐
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS):   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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:   0
				8		SHARED VOTING POWER:   10,310,276 shares of Common Stock issuable upon conversion of 99,666 shares of Series A Preferred Stock. (2)
				9		SOLE DISPOSITIVE POWER:   0
				10		SHARED DISPOSITIVE POWER:   10,310,276 shares of Common Stock issuable upon conversion of 99,666 shares of Series A Preferred Stock.
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   10,310,276 shares of Common Stock issuable upon conversion of 99,666 shares of Series A Preferred Stock.
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   36.8% (3)(4)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):   IN

 

(1)	Box (a) is checked with respect to the relationship of the Reporting Persons and Sundara, as described in Item 4 and footnote (4) below.

(2)

The Series A Preferred Stock is convertible into Common Stock. The calculation of shares of Common Stock is based on the number of shares of Series A Preferred Stock issued (99,666), multiplied by $300 (the purchase price per share of the Series A Preferred Stock) and divided by the applicable conversion price of $2.90, which is subject to adjustment in certain circumstances.

(3)

The calculation of the foregoing percentage is based on an aggregate of 27,993,179 shares of Common Stock outstanding, consisting of 17,682,903 shares of Common Stock outstanding as of the execution of the Amended and Restated Securities Purchase Agreement described in Item 4 on October 18, 2016, plus an additional 10,310,276 shares of Common Stock issuable upon conversion of the Series A Preferred Stock beneficially owned by the Reporting Persons.

(4)

As a result of the entry by the Investor (as defined below) into the Amended and Restated Securities Purchase Agreement described in Item 4, the Reporting Persons may be deemed to be the beneficial owners of the shares of Series A Preferred Stock owned by Sundara and the shares of Common Stock into which such shares of Series A Preferred Stock owned by Sundara may be converted; however, the Reporting Persons disclaim beneficial ownership of all securities owned by Sundara. Based on information provided to the Reporting Persons, Sundara beneficially owns 33,667 shares of Series A Preferred Stock, which are convertible into 3,482,793 shares of Common Stock.

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				Page 6 of 9

This Amendment No. 1 (this Amendment) amends and supplements the Statement on Schedule 13D (the Schedule 13D) filed with the Securities and Exchange Commission on October 21, 2013 by Flexpoint Fund II, L.P. (the Investor), Flexpoint Management II, L.P. (Flexpoint Management), Flexpoint Ultimate Management II, LLC (Flexpoint Ultimate) and Donald J. Edwards (Edwards). The Schedule 13D relates to shares of common stock, par value $0.001 (Common Stock) of JetPay Corporation, a Delaware corporation (Issuer), issuable upon conversion of shares of series A preferred stock, par value $0.001 per share (Series A Preferred Stock). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, all Items of the Schedule 13D remain unchanged.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended to add the following disclosure at the end of such item:

On April 14, 2014, the Investor acquired 4,667 additional shares of Series A Preferred Stock for $1,400,100, or $300 per share, pursuant to the Purchase Agreement. The purchase price was funded solely by the Investor.

On November 7, 2014, the Investor acquired 20,000 additional shares of Series A Preferred Stock for $6,000,000, or $300 per share, pursuant to the Purchase Agreement. The purchase price was funded solely by the Investor.

On December 28, 2014, the Investor acquired 33,333 additional shares of Series A Preferred Stock for $9,999,900, or $300 per share, pursuant to the Purchase Agreement. The purchase price was funded solely by the Investor.

On August 9, 2016, the Investor acquired 8,333 additional shares of Series A Preferred Stock for $2,499,900, or $300 per share, pursuant to the Purchase Agreement. The purchase price was funded solely by the Investor.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following disclosure immediately following the second paragraph of such item:

On October 18, 2016, the Issuer, Flexpoint and Sundara entered into that certain Amended and Restated Securities Purchase Agreement (the A&R Purchase Agreement), pursuant to which Sundara purchased 33,667 shares of Series A Preferred Stock directly from the Issuer. The A&R Purchase Agreement replaces and supersedes the Purchase Agreement in all respects.

As a result of the transfer restrictions and other provisions relating to future transfers of the shares of Series A Preferred Stock or Underlying Shares contained in the A&R Purchase Agreement described in Item 6 hereof, the Reporting Persons may be deemed to have shared power to dispose or direct the disposition of the shares of Series A Preferred Stock and the Underlying Shares beneficially owned by Sundara; in addition, the Reporting Persons and Sundara may each be members of a group under Section 13(d) of the Exchange Act. Nevertheless, as the Reporting Persons lack the power to vote or direct the voting or to dispose or direct the disposition of the shares of Series A Preferred Stock and the Underlying Shares beneficially owned by Sundara, the Reporting Persons disclaim beneficial ownership of all such securities owned by Sundara.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety to read as follows:

(a), (b)

The information contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 hereof are incorporated herein by reference.

As of October 18, 2016, the Investor is the record owner of 99,666 shares of Series A Preferred Stock, which are convertible at the current conversion price of $2.90 into approximately 10,310,276 shares of Common Stock, representing approximately 36.8% of the outstanding Common Stock, based on 17,682,903 shares of Common Stock outstanding as of the signing of the A&R Purchase Agreement on October 18, 2016, plus an additional 10,310,276 shares of Common Stock issuable upon conversion of the Series A Preferred Stock. Due to their relationship with the Investor, Flexpoint Management, Flexpoint Ultimate, and Edwards may be deemed to have shared voting power with respect to the Series A Preferred Stock beneficially owned by the Investor, and as a result, Flexpoint Management, Flexpoint Ultimate, and Edwards may be deemed to have shared beneficial ownership of such shares of Series A Preferred Stock.

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				Page 7 of 9

Under the definition of beneficial ownership as set forth in Rule 13d-3 under the Exchange Act, as a result of the entry into the A&R Purchase Agreement, the Reporting Persons may be deemed to be members of a group with Sundara and, as a result, to beneficially own the 33,667 shares of Series A Preferred Stock acquired by Sundara pursuant to the A&R Purchase Agreement and the Underlying Shares into which they may be converted. As described in Item 4 above and for the reasons stated therein, the Reporting Persons disclaim beneficial ownership of all such securities.

Although the Reporting Persons disclaim beneficial ownership of the 33,667 shares owned by Sundara, if such shares were aggregated with the 99,666 shares of Series A Preferred Stock beneficially owned by the Reporting Persons, the Reporting Persons would be deemed to beneficially own 133,333 shares of Series A Preferred Stock, convertible into 13,793,069 shares of Common Stock, constituting approximately 43.8% of the outstanding shares of Common Stock.

Except as set forth above, neither any Reporting Person nor, to the best of the Reporting Persons knowledge, Sundara, owns any shares of Common Stock.

Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Series A Preferred Stock or the Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

(c)

Except as set forth in this Item 5, none of the Reporting Persons has engaged in any transaction during the past 60 days involving shares of Common Stock or Series A Preferred Stock.

(d), (e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer

Item 6 is hereby amended to add the following disclosure under the heading Purchase Agreement in such Item:

On April 29, 2014, the Investor made an indemnification claim against the Company pursuant to the Purchase Agreement (the Direct Air Indemnification Claim). As a result of the Direct Air Indemnification Claim, the Conversion Price applicable to the Series A Preferred Stock was adjusted to $2.90 on August 6, 2015, in accordance with the terms of the Purchase Agreement and the Certificate of Designation governing the Series A Preferred Stock.

Item 6 is hereby further amended to add the following disclosure after the discussion under the heading Purchase Agreement:

Amended and Restated Purchase Agreement

On October 18, 2016, the Issuer, the Investor and Sundara entered into the A&R Purchase Agreement, pursuant to which Sundara purchased 33,667 shares of Series A Preferred Stock directly from the Issuer. Pursuant to the terms of the A&R Purchase Agreement, Sundara is subject to a drag-along right pursuant to which, if the Investor determines to sell its shares of Series A Preferred Stock or Underlying Shares, the Investor may require Sundara to sell the same proportion of its shares of Series A Preferred Stock or Underlying Shares, as applicable. Sundara and the Investor each also have reciprocal co-sale rights to participate in sales of shares of Series A Preferred Stock or Underlying Shares by the other party and Sundara has certain piggyback registration rights to participate in registered offerings of shares by the Investor.

In addition, if the Issuer consummates an acquisition of one or more businesses in certain lines of business prior to June 14, 2017, Sundara has the right to require the Investor to purchase Sundaras shares of Series A Preferred Stock at a price per share equal to the initial purchase price thereof.

Finally, Item 6 is hereby amended to add the following disclosure under the heading Certificate of Designation:

Pursuant to the A&R Purchase Agreement, the Certificate of Designation of the Series A Preferred Stock was amended to provide that, for so long as Sundara owns at least 50% of the shares of Series A Preferred Stock purchased by it on October 18, 2016, Sundara shall have the right to appoint a director to the board of directors of the Issuer (the Board).

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				Page 8 of 9

Item 7. Materials to be Filed as Exhibits

Item 7 is amended by adding the following:

 

Exhibit No.		Description
7.		Amended and Restated Securities Purchase Agreement, dated October 18, 2016, by and among JetPay Corporation, Flexpoint Fund II, L.P. and Sundara Investment Partners, LLC (incorporated by reference to Exhibit 4.1 to JetPay Corporations Current Report on Form 8-K filed October 24, 2016).

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				Page 9 of 9

Signatures

After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this Amendment with respect to such person is true, complete and correct.

 

		FLEXPOINT FUND II, L.P.
		By:		Flexpoint Management II, L.P.
		Its:		General Partner
		By:		Flexpoint Ultimate Management II, LLC
		Its:		General Partner
Dated: October 24, 2016		By:		/s/ Donald J. Edwards
				Name:		Donald J. Edwards
				Its:		Manager
		FLEXPOINT MANAGEMENT II, L.P.
		By:		Flexpoint Ultimate Management II, LLC
		Its:		General Partner
Dated: October 24, 2016		By:		/s/ Donald J. Edwards
				Name:		Donald J. Edwards
				Its:		Manager
		FLEXPOINT ULTIMATE MANAGEMENT II, LLC
Dated: October 24, 2016		By:		/s/ Donald J. Edwards
				Name:		Donald J. Edwards
				Its:		Manager
Dated: October 24, 2016		/s/ Donald J. Edwards
		Donald J. Edwards