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UNITED STATES
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SECURITIES & EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No )*
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CryptoLogic Ltd.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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G3159C109
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(CUSIP Number)
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Alexander H. McMillan, Esq.
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c/o Loeb Capital Management
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61 Broadway, New York, N.Y. 10006 (212) 483-7069
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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March 13, 2012
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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[ ] Rule 13d-1(b)
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[X] Rule 13d-1(c)
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[ ] Rule 13d-1(d)
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*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 disclosures provided in a prior cover page.
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CUSIP No.
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G3159C109
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1. Name of Reporting Person
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Loeb Arbitrage Management LP
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I.R.S. Identification No. of Above Person
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2. Check the Appropriate Box if a Member of a Group
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(a) [X]
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(b) [ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization
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Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With
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5. Sole Voting Power
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-0-
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6. Shared Voting Power
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43,394
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7. Sole Dispositive Power
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-0-
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8. Shared Dispositive Power
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43,394
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9. Aggregate Amount of Beneficially Owned by Each Reporting Person
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43,394
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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[ ]
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11. Percent of Class Represented by Amount in Row (9)
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0.33 %
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12. Type of Reporting Person
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IA, PN
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CUSIP No.
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G3159C109
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1. Name of Reporting Person
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Loeb Offshore Management LP
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I.R.S. Identification No. of Above Person
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2. Check the Appropriate Box if a Member of a Group
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(a) [X]
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(b) [ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization
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New York
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Number of Shares Beneficially Owned by Each Reporting Person With
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5. Sole Voting Power
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-0-
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6. Shared Voting Power
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650,631
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7. Sole Dispositive Power
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-0-
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8. Shared Dispositive Power
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650,631
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9. Aggregate Amount of Beneficially Owned by Each Reporting Person
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650,631
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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[ ]
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11. Percent of Class Represented by Amount in Row (9)
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5.02%
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12. Type of Reporting Person
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IA, PN
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CUSIP No.
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G3159C109
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1. Name of Reporting Person
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Loeb Arbitrage Offshore Partners, Ltd.
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I.R.S. Identification No. of Above Person
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2. Check the Appropriate Box if a Member of a Group
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(a) [X]
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(b) [ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization
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Cayman Islands
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Number of Shares Beneficially Owned by Each Reporting Person With
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5. Sole Voting Power
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-0-
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6. Shared Voting Power
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650,631
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7. Sole Dispositive Power
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-0-
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8. Shared Dispositive Power
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650,631
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9. Aggregate Amount of Beneficially Owned by Each Reporting Person
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650,631
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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[ ]
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11. Percent of Class Represented by Amount in Row (9)
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5.02%
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12. Type of Reporting Person
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CO
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CUSIP No.
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G3159C109
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1. Name of Reporting Person
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Loeb Management Holding LLC
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I.R.S. Identification No. of Above Person
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2. Check the Appropriate Box if a Member of a Group
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(a) [X]
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(b) [ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization
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Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With
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5. Sole Voting Power
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-0-
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6. Shared Voting Power
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694,025
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7. Sole Dispositive Power
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-0-
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8. Shared Dispositive Power
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694,025
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9. Aggregate Amount of Beneficially Owned by Each Reporting Person
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694,025
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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[ ]
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11. Percent of Class Represented by Amount in Row (9)
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5.35%
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12. Type of Reporting Person
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OO, HC
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Item 1(a).
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Name of Issuer
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CryptoLogic Limited, a Guernsey company (the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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The head offices of the Issuer are located at Marine House, Clanwilliam Place, Dublin 2, Ireland.
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Item 2(a).
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Name of Person(s) Filing
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(i) Loeb Arbitrage Management LP, a Delaware limited partnership and registered investment adviser with the U.S. Securities and Exchange Commission (“LAM”);
(ii) Loeb Offshore Management LP, a Delaware limited partnership and registered investment adviser with the U.S. Securities and Exchange Commission (“LOM”);
(iii) Loeb Arbitrage Offshore Partners, Ltd., a Cayman Islands exempted company (“LAOP”);
(iv) Loeb Management Holding LLC, a Delaware limited liability company (“LMH”), is the general partner of LAM and LOM.
This statement relates to Shares (as defined herein) held for the account of LAOP and for client(s) of LAM for which it has investment discretion.
Together, these entities do business as (“dba”) Loeb Capital Management.
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Item 2(b).
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Address of Principal Business Office
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The address of the principal business office of each of LAM, LOM, LAOP and LMH is 61 Broadway, 24th Floor, New York, NY 10006.
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Item 2(c)
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Citizenship or Place of Organization
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LAM and LOM are limited partnerships organized under the laws of the State of Delaware.
LMH is a Delaware limited liability company.
LAOP is a Cayman Islands exempted company.
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Item 2(d).
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Title of Class of Securities
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Common Shares, no par value
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Item 2(e).
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CUSIP Number:
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G3159C109
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person is filing a:
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(a) [ ] A broker or dealer under Section 15 of the 1934 Act
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(b) [ ] A bank as defined in Section 3(a)(6) of the 1934 Act
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(c) [ ] An insurance company as defined in Section 3(a) (19) of the 1934 Act
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(d) [ ] An investment company registered under Section 8 of the Investment Company Act of 1940
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(e) [ ] An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E)
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(f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
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(g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
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(h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
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(i) [ ] A church plan that is excluded from the definition of Investment Company under Section 3(c)(14) of the Investment Company Act of 1940
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(j) [ ] A group, in accordance with Rule 13d-1(b)(1)(ii)(J)
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Item 4.
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Ownership
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(a)
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Amount Beneficially Owned:
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As of March 16, 2012, Loeb Capital Management (the dba for all of the reporting persons) may be deemed the beneficial owner of 694,025 Shares held for the account of LAOP and for client(s) of LAM as to which it has investment discretion. [See the Cover pages for additional details.]
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(b)
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Percent of Class:
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As of March 16, 2012, Loeb Capital Management (the dba for all of the reporting persons) may be deemed the beneficial owner of approximately 5.35% of Shares outstanding. (There were 12,970,540 shares of common stock outstanding (excluding 848,511 Exchangeable Shares) as of December 31, 2011, according to the Issuer’s annual Form 20-F filed March 16, 2012.) [See the Cover pages for additional details.]
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(c)
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Number of shares as to which the person has:
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(i)
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sole power to vote or to direct the vote
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(ii)
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shared power to vote or to direct the vote
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(iii)
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sole power to dispose or to direct the disposition
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(iv)
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shared power to dispose or to direct the disposition
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See Items 5-8 of cover pages.
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Item 5.
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Ownership of Five Percent or Less of a Class
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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 [ ].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary which Acquired the Security being Reported on by the Parent Holding Company or Control Person
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group
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[See the Item 2.a. above.]
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certification
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Each of the Reporting Persons hereby makes the following certification:
By signing below we certify that, to the best of our 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.
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LOEB ARBITRAGE MANAGEMENT LP
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Date: March 16, 2012
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By:_ /s/ Shelby D. Drescher
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Shelby D. Drescher
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Vice President
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LOEB OFFSHORE MANAGEMENT LP
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Date: March 16, 2012
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By:_ /s/ Shelby D. Drescher
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Shelby D. Drescher
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Vice President
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LOEB ARBITRAGE OFFSHORE PARTNERS, LTD.
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Date: March 16, 2012
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By:_ /s/ Shelby D. Drescher
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Shelby D. Drescher
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Vice President
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LOEB MANAGEMENT HOLDING LLC
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Date: March 16, 2012
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By:_ /s/ Shelby D. Drescher
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Shelby D. Drescher
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Vice President
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LOEB ARBITRAGE MANAGEMENT LP
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Date: March 16, 2012
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By:_ /s/ Shelby D. Drescher
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Shelby D. Drescher
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Vice President
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LOEB OFFSHORE MANAGEMENT LP
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Date: March 16, 2012
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By:_ /s/ Shelby D. Drescher
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Shelby D. Drescher
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Vice President
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LOEB ARBITRAGE OFFSHORE PARTNERS, LTD.
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Date: March 16, 2012
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By:_ /s/ Shelby D. Drescher
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Shelby D. Drescher
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Vice President
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LOEB MANAGEMENT HOLDING LLC
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Date: March 16, 2012
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By:_ /s/ Shelby D. Drescher
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Shelby D. Drescher
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Vice President
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