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UNITED STATES |
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SECURITIES AND 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
(Amendment No. 2)*
salesforce.com, inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
79466L302
(CUSIP Number)
December 31, 2004
(Date of Event Which Requires Filing of this Statement)
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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Rule 13d-1(c) |
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Rule 13d-1(d) |
*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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 79466L302 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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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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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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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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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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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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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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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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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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6
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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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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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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8
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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9
Item 1. |
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(a) |
Name
of Issuer |
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(b) |
Address
of Issuers Principal Executive Offices |
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Item 2. |
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(a) |
Name
of Person Filing |
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(b) |
Address
of Principal Business Office or, if none, Residence |
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(c) |
Citizenship |
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(a)-(c) |
This
Schedule statement is being filed by Attractor Investor Management Inc., a
Delaware corporation (AIM) whose principal business office is located at
1440 Chapin Avenue, Suite 201, Burlingame, CA 94010, Attractor QP LP, a
Delaware limited partnership whose principal business office is located at
1440 Chapin Avenue, Suite 201, Burlingame, California 94010, Attractor LP, a
Delaware limited partnership whose principal business office is located at
1440 Chapin Avenue, Suite 201, Burlingame, California 94010, Attractor
Institutional LP, a Delaware limited partnership whose principal business
office is located at 1440 Chapin Avenue, Suite 201, Burlingame, CA 94010,
Attractor Ventures LLC, a Delaware limited liability company (Attractor
Ventures) whose principal business office is located at 1440 Chapin Avenue,
Suite 201, Burlingame, CA 94010, Attractor Offshore Ltd., a British Virgin
Islands international business company (Attractor Offshore) whose principal
business office is located at 3076 Sir Francis Drake Highway, Road Town,
Tortola, British Virgin Islands, Harvey Allison, a United States citizen
whose principal business office is located at 1440 Chapin Avenue, Suite 201,
Burlingame, CA 94010 and Gigi Brisson, a United States citizen whose
principal business office is located at 1440 Chapin Avenue, Suite 201,
Burlingame, CA 94010. |
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(d) |
Title
of Class of Securities |
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(e) |
CUSIP
Number |
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(d)-(e) |
This statement is being filed as to the Common Stock of salesforce.com, inc., CUSIP Number 79466L302. |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Not applicable. |
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Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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The ownership of the Filing Persons is as follows: |
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Attractor Investment Management, Inc. |
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(a) |
Amount beneficially owned: 3,324,781 See Note 1 |
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(b) |
Percent of class: 3.2% |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote -0- |
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(ii) |
Shared power to vote or to direct the vote 3,324,781 See Note 1 |
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(iii) |
Sole power to dispose or to direct the disposition of -0- |
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(iv) |
Shared power to dispose or to direct the disposition of 3,324,781 See Note 1 |
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Note
1 |
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Attractor QP LP |
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(a) |
Amount beneficially owned: 2,111,475 |
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(b) |
Percent of class: 2.1% |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote -0- |
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(ii) |
Shared power to vote or to direct the vote 2,111,475 |
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(iii) |
Sole power to dispose or to direct the disposition of -0- |
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(iv) |
Shared power to dispose or to direct the disposition of 2,111,475 |
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Attractor LP |
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(a) |
Amount beneficially owned: 850,261 |
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(b) |
Percent of class: 0.8% |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote -0- |
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(ii) |
Shared power to vote or to direct the vote 850,261 |
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(iii) |
Sole power to dispose or to direct the disposition of -0- |
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(iv) |
Shared power to dispose or to direct the disposition of 850,261 |
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Attractor Institutional LP |
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(a) |
Amount beneficially owned: 244,765 |
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(b) |
Percent of class: 0.2% |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote -0- |
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(ii) |
Shared power to vote or to direct the vote 244,765 |
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(iii) |
Sole power to dispose or to direct the disposition of -0- |
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(iv) |
Shared power to dispose or to direct the disposition of 244,765 |
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Attractor Ventures LLC |
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(a) |
Amount beneficially owned: 3,619,799 |
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(b) |
Percent of class: |
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3.5% |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote 413,298 |
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(ii) |
Shared power to vote or to direct the vote 3,206,501 |
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(iii) |
Sole power to dispose or to direct the disposition of 413,298 |
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(iv) |
Shared power to dispose or to direct the disposition of 3,206,501 |
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Attractor Offshore Ltd. |
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(a) |
Amount beneficially owned: 118,280 |
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(b) |
Percent of class: 0.1% |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote -0- |
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(ii) |
Shared power to vote or to direct the vote 118,280 |
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(iii) |
Sole power to dispose or to direct the disposition of -0- |
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(iv) |
Shared power to dispose or to direct the disposition of 118,280 |
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Harvey Allison |
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(a) |
Amount beneficially owned: 3,738,079 |
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(b) |
Percent of class: 3.6% |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote -0- |
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(ii) |
Shared power to vote or to direct the vote 3,738,079 |
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(iii) |
Sole power to dispose or to direct the disposition of -0- |
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(iv) |
Shared power to dispose or to direct the disposition of 3,738,079 |
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Gigi Brisson |
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(a) |
Amount beneficially owned: 3,738,079 |
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(b) |
Percent of class: 3.6% |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote -0- |
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(ii) |
Shared power to vote or to direct the vote 3,738,079 |
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(iii) |
Sole power to dispose or to direct the disposition of -0- |
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(iv) |
Shared power to dispose or to direct the disposition of 3,738,079 |
Item 5. |
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 ý. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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Not Applicable |
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Item 7. |
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. |
Identification and Classification of Members of the Group |
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Not Applicable |
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Item 9. |
Notice of Dissolution of Group |
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Not Applicable |
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12
Item 10. |
Certification |
Inasmuch as the reporting persons are no longer the beneficial owners of more than five percent of the number of shares outstanding, the reporting persons have no further reporting obligation under Section 13(d) of the Securities and Exchange Commission thereunder, and the reporting persons have no obligation to amend this Statement if any material change occurs in the facts set forth herein. |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 17, 2005
HARVEY ALLISON |
GIGI BRISSON |
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By: |
/s/ Harvey Allison |
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By: |
/s/ Gigi Brisson |
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Harvey Allison |
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Gigi Brisson |
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ATTRACTOR VENTURES LLC |
ATTRACTOR INVESTMENT MANAGEMENT INC. |
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By: |
/s/ Harvey Allison |
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By: |
/s/ Harvey Allison |
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Harvey Allison, Managing Member |
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Harvey Allison, President |
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ATTRACTOR LP |
ATTRACTOR INSTITUTIONAL LP |
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By: |
/s/ Harvey Allison |
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By: |
/s/ Harvey Allison |
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Harvey Allison |
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Harvey Allison |
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Managing Member of its General Partner |
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Managing Member of its General Partner |
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ATTRACTOR OFFSHORE LTD. |
ATTRACTOR QP LP |
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By: |
/s/ Harvey Allison |
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By: |
/s/ Harvey Allison |
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Harvey Allison |
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Harvey Allison, |
13