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 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 4

STATEMENT OF CHANGES 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

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.

SEC1475 (02-23)
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1. When Form Must Be Filed

 (a) This Form must be fi led before the end of the second business day following the day on which a transaction resulting in 

a change in benefi cial ownership has been executed (see Rule 16a-1(a)(2) and Instruction 4 regarding the meaning of 

“benefi cial owner,” and Rule 16a-3(g) regarding determination of the date of execution for specifi ed transactions). 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 

the 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. However, Form 4 and 5 obligations may continue to be applicable. See Rule 16a-3 (f); 

see also Rule 16a-2(b) (transactions after termination of insider status). Form 5 transactions to date may be included on 

this Form and subsequent Form 5 transactions may be reported on a later Form 4 or Form 5, provided all transactions are 

reported by the required date.

 (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 must report each transaction resulting in a change 

in benefi cial ownership of any class of equity securities of the issuer and the benefi cial ownership of that class 

of securities following the reported transaction(s), 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 must report each transaction 

resulting in a change in benefi cial ownership of any class of securities (equity or debt) of the registered closedend 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 of that class of securities following the reported transaction(s).

 (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) Report, in accordance with Rule 16a-3(g):

 (1) all transactions not exempt from §16(b);

 (2) all transactions exempt from Section 16(b) pursuant to §240.16b-3(d), §240.16b-3(e), or §240.16b-3(f); and

 (3) all exercises and conversions of derivative securities, regardless of whether exempt from Section 16(b) of 

the Act.

 Every transaction must be reported even though acquisitions and dispositions are equal. Report total benefi cial 

ownership following the reported transaction(s) for each class of securities in which a transaction was reported. 

Note: The amount of securities benefi cially owned following the reported transaction(s) specifi ed in Column 5 of 

Table I and Column 9 of Table II should refl ect those holdings reported or required to be reported by the date 

of theForm. Transactions and holdings eligible for deferred reporting on Form 5 need not be refl ected in the month 

end total unless the transactions were reported earlier or are included on this Form.

 (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 transaction 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).

 Note: Transactions r eportable on Form 5 may, at the option of the reporting person, be reported on a Form 4 fi led before 

the due date of the Form 5. (See Instruction 8 for the code for voluntarily reported transactions.)

 (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 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 

interest in 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 transactions on Form 4, such owners 

may fi le Form 4 individually or jointly. Joint and group fi lings may be made by any designated benefi cial owner. 

Transactions with respect to securities owned separate ly by any joint or group fi ler are permitted 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 4 and attach a list of the 

names and addresses (or, if 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 
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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 4, copy 

of Form 4 or separate page of 8 1/2 by 11 inch white paper, indicate the number of pages compris ing the report (Form 

plus attachments) 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 

non-derivative 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 4, copy of Form 4 or separate 8 1⁄2 by 11 inch white paper to Form 4, 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

 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
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 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 is voluntarily reported earlier 

than required, place “V” in the appropriate column to so indicate; otherwise, the column should be left blank. 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 describes 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

V — Transaction voluntarily reported earlier than required

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
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9. Amendments

 (a) If this Form is fi led as an amendment in order to add one or more lines of transaction information to Table I or 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 information that were disclosed in 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 information that already were 

disclosed in Table I or Table II of the Form being amended, provide the complete line or lines being amended, as amended, together 

with one or more footnotes, as necessary, to explain the amendment of the line or lines. Do not repeat lines of transaction 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.