SEC 2270 (02-23)

Persons who respond to the collection of information contained in this form are not 

required to respond unless the form displays a currently valid OMB control number.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 5

ANNUAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

The Commission is authorized to solicit the information required by this Form pursuant to Sections 16(a) 

and 23(a) of the Securities Exchange Act of 1934, Sections 17(a) and 20(a) of the Public Utility Holding 

Company Act of 1935, and Sections 30(h) and 38 of the Investment Company Act of 1940, and the rules 

and regulations thereunder.

Disclosure of information specifi ed on this Form is mandatory, except for disclosure of the I.R.S. identifi cation 

number of the reporting person if such person is an entity, which is voluntary. If such numbers are furnished, 

they will assist the Commission in distinguishing reporting persons with similar names and will facilitate 

the prompt processing of the Form. The information will be used for the primary purpose of disclosing the 

transactions and holdings of directors, offi cers, and benefi cial owners of registered companies. Information 

disclosed will be a matter of public record and available for inspection by members of the public. The 

Commission can use it in investigations or litigation involving the federal securities laws or other civil, 

criminal, or regulatory statutes or provisions, as well as for referral to other governmental authorities and 

self-regulatory organizations. Failure to disclose required information may result in civil or criminal action 

against persons involved for violations of the Federal securities laws and rules.

GENERAL INSTRUCTIONS
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1. When Form Must Be Filed

(a) This Form must be fi led on or before the 45th day after the end of the issuer’s fi scal year in accordance with Rule 16a-3(f). This 

Form and any amendment is deemed fi led with the Commission or the Exchange on the date it is received by the Commission 

or Exchange, respectively. See, however, Rule 16a-3(h) regarding delivery to a third party business that guarantees delivery of 

the fi ling no later than the specifi ed due date.

 

(b) A reporting person no longer subject to Section 16 of the Securities Exchange Act of 1934 (“Exchange Act”) must check 

the exit box appearing on this Form. Transactions and holdings previously reported are not required to be included on this 

Form. Form 4 or Form 5 obligations may continue to be applicable. See Rule 16a-3(f); see also Rule 16a -2(b)(transactions 

after termination of insider status).

(c) A separate Form shall be fi led to refl ect benefi cial ownership of securities of each issuer.

(d) If a reporting person is not an offi cer, director, or ten percent holder, the person should check “other” in Item 6 (Relationship 

of Reporting Person to Issuer) and describe the reason for reporting status in the space provided.

2. Where Form Must be Filed

(a) A reporting person must fi le this Form in electronic format via the Commission’s Electronic Data Gathering

 Analysis and Retrieval System (EDGAR) in accordance with EDGAR rules set forth in Regulation S-T (17

 CFR Part 232), except that a fi ling person that has obtained a hardship exception under Regulation S-T Rule

 202 (17 CFR 232.202) may fi le the Form in paper. For assistance with technical questions about EDGAR or to

 request an access code, call the EDGAR Filer Support Offi ce at (202) 942-8900. For assistance with questions

 about the EDGAR rules, call the Offi ce of EDGAR and Information Analysis at (202) 942-2940.

(b) At the time this Form or any amendment is fi led with the Commission, fi le one copy with each Exchange on which any class of 

securities of the issuer is registered. If the issuer has designated a single Exchange to receive Section 16 fi lings, the copy shall 

be fi led with that Exchange only.

(c) [Removed and Reserved]

3. Class of Securities Reported

(a) (i) Persons reporting pursuant to Section 16(a) of the Exchange Act shall include information as to transactions and 

holdings required to be reported in any class of equity securities of the issuer and the benefi cial ownership at the end 

of the year of that class of equity securities, even though one or more of such classes may not be registered pursuant 

to Section 12 of the Exchange Act.

(ii) [Removed and Reserved]

(iii) Persons reporting pursuant to Section 30(h) of the Investment Company Act of 1940 shall include transactions 

holdings required to be reported in any class of securities (equity or debt) of the registered closed-end investment 

company (other than “short-term paper as defi ned in Section 2(a)(38) of the Investment Company Act) and the 

benefi cial ownership at the end of the year of that class of securities.

(b) The title of the security should clearly identify the class, even if the issuer has only one class of securities outstanding; 

for example, “Common Stock,” “Class A Common Stock,” “Class B Convertible Preferred Stock,” etc.

(c) The amount of securities benefi cially owned should state the face amount of debt securities (U.S. Dollars) or the number 

of equity securities, whichever is appropriate.

4. Transactions and Holdings Required to be Reported

(a) General Requirements
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(i) Pursuant to Rule 16a-3(f), if not previously reported, the following transactions, and total benefi cial ownershipas of the end 

of the issuer’s fi scal year (or an earlier date applicable to a person ceasing to be an insider during the fi scal year) for 

any class of securities in which a transaction is reported, shall be reported:

(A) any transaction during the issuer’s most recent fi scal year that was exempt from Section 16(b) of the Act, except: 

(1) any transaction exempt from Section 16(b) pursuant to §240.16b-3(d), §240.16b-3(e), or §240.16b-3(f) (these 

are required to be reported on Form 4); (2) any exercise or conver sion of deriva tive securities exempt under either 

§240.16b-3 or §240.16b-6(b) (these are required to be reported on Form 4); (3) any transaction exempt from Section 

16(b) of the Act pursuant to §240.16b-3(c), which is exempt from Section 16(a) of the Act; and (4) any trans action 

ex empt from Sec tion 16 of the Act pursu ant to another Section 16(a) rule;

(B) any small acquisition or series of acquisitions in a six month period during the issuer’s fi scal year not exceeding 

$10,000 in market value (see Rule 16a-6);

(C) any transactions or holdings that should have been reported during the issuer’s fi scal year on a Form 3 or Form 4, 

but were not reported. The fi rst Form 5 fi ling obligation shall include all holdings and transactions that should 

have been reported in each of the issuer’s last two fi scal years but were not. See Instruction 8 for the code to identify 

delinquent Form 3 holdings or Form 4 transactions reported on this Form 5.

 Note: A required Form 3 or Form 4 must be fi led within the time specifi ed by this Form. Form 3 holdings or Form 4 

 transactions reported on Form 5 represent delinquent Form 3 and Form 4 fi lings.

(ii) Each transaction should be reported on a separate line. Transaction codes specifi ed in Item 8 should be used to identify the 

nature of the transactions resulting in an acquisition or disposition of a security. A deemed execution date must be reported 

in Column 2A of Table I or Column 3A of Table II only if the execution date for the transaction is calculated pursuant to 

§240.16a-3(g)(2) or §240.16a-3(g)(3).

(iii) Every transaction shall be reported even though acquisitions and dispositions with respect to a class of securities are equal. 

Report total benefi cial ownership as of the end of the issuer’s fi scal year for all classes of securities in which a transaction 

was reported.

(b) Benefi cial Ownership Reported (Pecuniary Interest)

(i) Although for purposes of determining status as a ten percent holder, a person is deemed to benefi cially own securities over 

which that person exercises voting or investment control (see Rule 16a-1(a)(1)), for reporting transactions and holdings, a 

person is deemed to be the benefi cial owner of securities if that person has or shares the opportunity, directly or indirectly, 

to profi t or share in any profi t derived from a transaction in the securities (“pecuniary interest”). See Rule 16a-1(a)(2). See 

also Rule 16a-8 for the application of the benefi cial ownership defi nition to trust holdings and transactions.

(ii) Both direct and indirect benefi cial ownership of securities shall be reported. Securities benefi cially owned directly are those 

held in the reporting person’s name or in the name of a bank, broker or nominee for the account of the reporting person. 

In addition, securities held as joint tenants, tenants in common, tenants by the entirety, or as community property are to 

be reported as held directly. If a person has a pecuniary interest, by reason of any contract, understanding or relationship 

(including a family relationship or arrangement) in securities held in the name of another person, that person is an indirect 

benefi cial owner of the securities. See Rule 16a-1(a)(2)(ii) for certain indirect benefi cial ownerships.

(iii) Report transactions in securities benefi cially owned directly on a separate line from those benefi cially owned indirectly. 

Report diff erent forms of indirect ownership on separate lines. The nature of indirect ownership shall be stated as specifi cally 

as possible; for example, “By Self as Trustee for X,” “By Spouse,” “By X Trust,” “By Y Corporation,” etc.

(iv) In stating the amount of securities acquired, disposed of, or benefi cially owned indirectly through a partnership, corporation, 

trust, or other entity, report the number of securities representing the reporting person’s proportionate i n t e r e s t i n 

transactions conducted by that entity or holdings of that entity. Alternatively, at the option of the reporting person, the entire 

amount of the entity’s interest may be reported. See Rule 16a-1(a)(2)(ii)(B) and Rule 16a-1(a)(2)(iii).

(v) Where more than one benefi cial owner of the same equity securities must report on Form 5, such owners may fi le Form 5 

individually or jointly. Joint and group fi lings may be made by any designated benefi cial owner. Transactions and holdings 

with respect to securities owned separate ly by any joint or group fi ler are per mitted to be included in the joint fi ling. Indicate 

only the name and address of the desig nated fi ler in Item 1 of Form 5 and attach a list of the names and addresses (or, if 
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entities, IRS identifi cation numbers instead of addresses) of each other report ing person. Joint and group fi lings must 

include all required information for each benefi cial owner, and such fi lings must be signed by each benefi cial owner, or on 

behalf of such owner by an authorized person. If the space provided for signatures is insuffi cient, attach a signature page. 

Submit any attached listing of names or signatures on another Form 5, copy of Form 5 or separate page of 8 1/2 by 11 inch 

white paper, indicate the number of pages compris ing the report (Form plus attach ments) at the bottom of each report page 

(e.g., 1 of 3, 2 of 3, 3 of 3), and include the name of the designated fi ler and informa tion required by Items 2 and 4 of the 

Form on the attachment. 

(c) Non-Derivative and Derivative Securities

(i) Report acquisitions or dispositions and holdings of non-derivative securities in Table I. Report acquisitions or dispositions 

and holdings of derivative securities (e.g., puts, calls, options, warrants, convertible securities, or other rights or obligations 

to buy or sell securities) in Table II. Report the exercise or conversion of a derivative security in Table II (as a disposition of 

the derivative security) and report in Table I the holdings of the underlying security. Report acquisitions or dispositions and

holdings of derivative securities that are both equity securities and convertible or exchangeable for other equity securities 

(e.g., convertible preferred securities) only in Table II.

(ii) The title of a derivative security and the title of the equity security underlying the derivative security should be shown

separately in the appropriate columns in Table II. The “puts” and “calls” reported in Table II include, in addition to separate

puts and calls, any combination of the two, such as spreads and straddles. In reporting an option in Table II, state whether 

it represents a right to buy, a right to sell, an obligation to buy, or an obligation to sell the equity securities subject to the 

option.

(iii) Describe in the appropriate columns in Table II characteristics of derivative securities, including title, exercise or conversion 

price, date exercisable, expiration date, and the title and amount of securities underlying the derivative security. If the

transaction reported is a purchase or a sale of a derivative security, the purchase or sale price of that derivative security shall 

be reported in column 8. If the transaction is the exercise or conversion of a derivative security, leave column 8 blank and 

report the exercise or conversion price of the derivative security in column 2.

(iv) Securities constituting components of a unit shall be reported separately on the applicable table (e.g., if a unit has a nonderivative security component and a derivative security component, the non-derivative security component shall be 

reported in Table I and the derivative security component shall be reported in Table II). The relationship between individual

securities comprising the unit shall be indicated in the space provided for explanation of responses. When securities 

are purchased or sold as a unit, state the purchase or sale price per unit and other required information regarding the unit 

securities.

5. Price of Securities

(a) Prices of securities shall be reported in U.S. dollars on a per share basis, not an aggregate basis, except that the aggregate 

price of debt shall be stated. Amounts reported shall exclude brokerage commissions and other costs of execution.

(b) If consideration other than cash was paid for the security, describe the consideration, including the value of the consideration, 

in the space provided for explanation of responses.

6. Additional Information

 (a) If the space provided in the line items on the electronic Form is insuffi cient, use the space provided for footnotes.

 If the space provided for footnotes is insuffi cient, create a footnote that refers to an exhibit to the form that contains the

 additional information.

 (b) If the space provided in the line items on the paper Form or space provided for additional comments is insuffi cient,

 attach another Form 5, copy of Form 5 or separate 8 1⁄2 by 11 inch white paper to Form 5, completed as appropriate to include 

 the additional comments. Each attached page must include information required in Items 1, 2 and 3 of the Form. The number of

 pages comprising the report (Form plus attachments) shall be indicated at the bottom of each report page (e.g., 1 of 3, 2 of 3, 3

 of 3). 

 (c) If one or more exhibits are included, whether due to a lack of space or because the exhibit is, by nature, a separate

 document (e.g., a power of attorney), provide a sequentially numbered list of the exhibits in the Form. Use the number “24” for

 any power of attorney and the number “99” for any other exhibit. If there is more than one of either such exhibit, then use
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 numerical subparts. If the exhibit is being fi led as a confi rming electronic copy under Regulation S-T Rule 202(d) (17 CFR

 232.202(d)), then place the designation “CE” (confi rming exhibit) next to the name of the exhibit in the exhibit list. If the exhibit

 is being fi led in paper pursuant to a hardship exception under Regulation S-T Rule 202 (17 CFR 232.202), then place the 

 designation “P” (paper) next to the name of the exhibit in the exhibit list.

 (d) If additional information is not reported as provided in paragraph (a), (b) or (c) of this instruction, whichever apply,

 it will be assumed that no additional information was provided.

7. Signature

(a) If the Form is fi led for an individual, it shall be signed by that person or specifi cally on behalf of the individual by a person 

authorized to sign for the individual. If signed on behalf of the individual by another person, the authority of such person 

to sign the Form shall be confi rmed to the Commission in writing in an attachment to the Form or as soon as practicable 

in an amendment by the individual for whom the Form is fi led, unless such a confi rmation still in eff ect is on fi le with the 

Commission. The confi rming statement need only indicate that the reporting person authorizes and designates the named person 

or persons to fi le the Form on the reporting person’s behalf, and state the duration of the authorization.

(b) If the Form is fi led for a corporation, partnership, trust, or other entity, the capacity in which the individual signed shall 

be set forth (e.g., John Smith, Secretary, on behalf of X Corporation).

8. Transaction Codes

Use the codes listed below to indicate in Table I, Column 3 and Table II, Column 4 the character of the transaction reported. Use 

the code that most appropriately describes the transaction. If the transaction is not specifi cally listed, use transaction code “J” and 

describe the nature of the transaction in the space for explanation of responses. If a transaction involves an equity swap or instrument 

with similar characteristics, use transaction Code “K” in addi tion to the code (s) that most appropri ately de scribes the transac tion, 

e.g., “S/K” or “P/K.”

 

General Transaction Codes

P — Open market or private purchase of non-derivative or derivative security

S — Open market or private sale of non-derivative or derivative security

Rule 16b-3 Transaction Codes

A — Grant, award or other acquisition pursuant to Rule 16b-3(d)

D — Disposition to the issuer of issuer equity securities pursuant to Rule 16b-3(e)

F — Payment of exercise price or tax liability by delivering or with holding securities incident to the receipt, exercise or 

 vesting of a security issued in accordance with Rule 16b-3

I — Discretionary transaction in accordance with Rule 16b-3(f) resulting in acquisition or disposition of issuer 

 securities

M — Exercise or conversion of derivative security exempted pursuant to Rule 16b-3 

Derivative Securities Codes (Except for transactions exempted pursuant to Rule 16b-3)

C — Conversion of derivative security

E — Expiration of short derivative position

H — Expiration (or cancellation) of long derivative position with value received

O — Exercise of out-of-the-money derivative security

X — Exercise of in-the-money or at-the-money derivative security

Other Section 16(b) Exempt Transaction and Small Acquisition Codes (except for Rule 16b-3 codes above)

G — Bona fi de gift

L — Small acquisition under Rule 16a-6

W — Acquisition or disposition by will or the laws of descent and distribu tion

Z — Deposit into or withdrawal from voting trust

Other Transaction Codes
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J — Other acquisition or disposition (describe transaction)

K — Transaction in equity swap or instrument with similar characteristics

U — Disposition pursuant to a tender of shares in a change of control transaction

 Form 3, 4 or 5 Holdings or Transactions Not Previously Reported

To indicate that a holding should have been reported previously on Form 3, place a “3” in Table I, column 3 or Table II, column 4, 

as appropriate. Indicate in the space provided for explanation of responses the event triggering the Form 3 fi ling obligation. 

To indicate that a transaction should have been reported previously on Form 4, place a “4” next to the transaction code reported 

in Table I, column 3 or Table II, column 4 (e.g., an open market purchase of a non-deriva tive security that should have been reported 

previously on Form 4 should be designated as “P4”). To indicate that a transaction should have been reported on previous Form 5, 

place a “5” in Table I, column 3 or Table II, column 4, as appropriate. In addition, the appropriate box on the front page of the Form 

should be checked. 

9. Amendments

 (a) If this Form is fi led as an amendment in order to add one or more lines of transaction or ownership information to Table Ior 

Table II of the Form being amended, provide each line being added, together with one or more footnotes, as necessary,to explain the 

addition of the line or lines. Do not repeat lines of transaction or ownership information that were disclosedin the original Form and 

are not being amended.(b) If this Form is fi led as an amendment in order to amend one or more lines of transaction or ownership 

information that alreadywere disclosed in Table I or Table II of the Form being amended, provide the complete line or lines being 

amended, asamended, together with one or more footnotes, as necessary, to explain the amendment of the line or lines. Do not 

repeatlines of transaction or ownership information that were disclosed in the original Form and are not being amended.

 (c) If this Form is fi led as an amendment for any purpose other than or in addition to the purposes described in paragraphs(a) 

and 

 (b) of this General Instruction 9, provide one or more footnotes, as necessary, to explain the amendment.

10. Rule 10b5-1(c) Transaction Indication

 Indicate by check mark whether a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale 

of equity securities of the issuer that is intended to satisfy the affi rmative defense conditions of Rule 10b5-1(c) under the Exchange 

Act [§240.10b5-1(c) of this chapter]. Provide the date of adoption of the Rule 10b5-1(c) plan in the “Explanation of Responses”

portion of the Form.