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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/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 17)*
MACK-CALI REALTY CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
554489 10 4
(CUSIP Number)
December 31, 2015
(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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o |
Rule 13d-1(b) |
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o |
Rule 13d-1(c) |
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x |
Rule 13d-1(d) |
*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 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).
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CUSIP No. 554489 10 4 | |||||
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1. |
Name of Reporting Person
The Mack Group*
William L. Mack Earle I. Mack David S. Mack Fredric Mack Richard Mack Stephen Mack William L. Mack, as Trustee for the William and Phyllis Mack Foundation, Inc. Earle I. Mack, as Trustee for the Earle I. Mack Foundation, Inc. Richard Mack, as Trustee for The Mack 2010 Family Trust II David S. Mack, as Trustee for The David and Sondra Mack Foundation Stephen Mack, as Trustee for the Stephen Mack and Kelly Mack Family Foundation Stephen Mack, as Trustee for the Stephen F. Mack 2013 Revocable Trust Carol Mack, as Trustee for the Andrew Mack 4/30/07 Trust Carol Mack, as Trustee for the Beatrice Mack 4/30/07 Trust | |||
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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) |
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 Box 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) | |||
* Mitchell E. Hersh resigned as a director of the issuer at the conclusion of his term as a director at the Issuer’s annual meeting of stockholders on May 11, 2015. On June 3, 2015, Mr. Hersh resigned as president and chief executive officer of the Issuer. In connection with the termination of Mr. Hersh’s service as a director and officer of the Issuer, he ceased to be a member of the Mack Group.
** See Response to Item 4.
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Item 1 | |||
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(a). |
Name of Issuer: | |
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(b). |
Address of Issuer’s 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: | |
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(c). |
Citizenship: | |
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(d). |
Title of Class of Securities: | |
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(e). |
CUSIP Number: | |
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Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | ||
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(a) |
o |
Broker or dealer registered under Section 15 of the Exchange Act; |
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(b) |
o |
Bank as defined in Section 3(a)(6) of the Exchange Act; |
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(c) |
o |
Insurance company as defined in Section 3(a)(19) of the Exchange Act; |
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(d) |
o |
Investment company registered under Section 8 of the Investment Company Act; |
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(e) |
o |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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(f) |
o |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
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(g) |
o |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
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(h) |
o |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
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(i) |
o |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
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(j) |
o |
Group, in accordance with Rule 13d-1(b)(1)(ii)(J); |
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Item 4. |
Ownership as of January 29, 2016: | |
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(a) |
Amount beneficially owned: 7,439,432* |
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* William L. Mack, a member of the Mack Group, is a trustee of the William and Phyllis Mack Foundation, Inc., a charitable foundation that owns 100,000 reported shares. Earle I. Mack, a member of the Mack Group, is a trustee of the Earle I. Mack Foundation, Inc., a charitable foundation that owns 64,500 reported shares. Richard Mack and Stephen Mack, members of the Mack Group, are trustees of The Mack 2010 Family Trust II, a trust that owns 770,097 reported shares. David S. Mack, a member of the Mack Group, is a trustee of The David and Sondra Mack Foundation, a charitable foundation that owns 225,000 reported shares. Stephen Mack, a member of the Mack Group, is a trustee of The Stephen Mack and Kelly Mack Family Foundation, a charitable foundation that owns 5,000 reported shares. William L. Mack, Richard Mack, David S. Mack and Stephen Mack, pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended, each hereby specifically disclaims beneficial ownership of any shares owned by such respective trust or foundations reported on this Schedule. | |
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(b) |
Percent of class: 7.7% | |
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(c) |
Number of shares to which such 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: 7,439,432 |
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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: 7,439,432 |
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Item 5. |
Ownership of Five Percent or Less of a Class. | ||
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Not applicable. | |||
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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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See Exhibit A attached hereto. | |||
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Item 9. |
Notice of Dissolution of Group. | ||
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Not applicable. | |||
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Item 10. |
Certification. |
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Not applicable. |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
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Dated: February 5, 2016 |
/s/ William L. Mack |
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William L. Mack |
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Dated: February 3, 2016 |
/s/ Earle I. Mack |
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Earle I. Mack |
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Dated: February 4, 2016 |
/s/ David S. Mack |
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David S. Mack |
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Dated: February 4, 2016 |
/s/ Fredric Mack |
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Fredric Mack |
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Dated: February 5, 2016 |
/s/ Richard Mack |
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Richard Mack |
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Dated: February 5, 2016 |
/s/ Stephen Mack |
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Stephen Mack |
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Dated: February 5, 2016 |
/s/ William L. Mack |
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William L. Mack, as Trustee for The |
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William and Phyllis Mack Foundation, Inc. |
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Dated: February 3, 2016 |
/s/ Earle I. Mack |
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Earle I. Mack, as Trustee for the Earle I. Mack Foundation, Inc. |
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Dated: February 5, 2016 |
/s/ Richard Mack |
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Richard Mack, as Trustee for The Mack 2010 Family Trust II |
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Dated: February 4, 2016 |
/s/ David S. Mack |
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David S. Mack, as Trustee for The |
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David and Sondra Mack Foundation |
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Dated: February 5, 2016 |
/s/ Stephen Mack |
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Stephen Mack, as Trustee for The |
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Stephen Mack and Kelly Mack Family Foundation |
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Dated: February 5, 2016 |
/s/ Stephen Mack |
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Stephen Mack, as Trustee for the Stephen F. Mack 2013 Revocable Trust |
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Dated: February 3, 2016 |
/s/ Carol Mack |
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Carol Mack, as Trustee for the |
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Andrew Mack 4/30/07 Trust |
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Dated: February 3, 2016 |
/s/ Carol Mack |
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Carol Mack, as Trustee for the |
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Beatrice Mack 4/30/07 Trust |
Exhibit A
THE MACK GROUP
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NUMBER OF SHARES |
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William L. Mack |
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1,609,164 |
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Earle I. Mack |
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752,501 |
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David S. Mack |
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1,780,394 |
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Fredric Mack |
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912,159 |
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Richard Mack |
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523,013 |
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Stephen Mack |
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101,129 |
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William L. Mack, as Trustee for The William and Phyllis Mack Foundation, Inc. |
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100,000 |
(2) |
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Earle I. Mack, as Trustee for the Earle I. Mack Foundation, Inc. |
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64,500 |
(2) |
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Richard Mack, as Trustee for The Mack 2010 Family Trust II |
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770,097 |
(2) |
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David S. Mack, as Trustee for The David and Sondra Mack Foundation |
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225,000 |
(2) |
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Stephen Mack, as Trustee for The Stephen Mack and Kelly Mack Family Foundation |
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5,000 |
(2) |
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Stephen F. Mack, as Trustee for the Stephen F. Mack 2013 Revocable Trust |
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416,885 |
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Carol Mack, as Trustee for the Andrew Mack 4/30/07 Trust |
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89,795 |
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Carol Mack, as Trustee for the Beatrice Mack 4/30/07 Trust |
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89,795 |
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TOTAL |
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7,439,432 |
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(1) Includes shares of Common Stock, restricted shares of Common Stock (vested and unvested), and limited partnership units redeemable for shares of Common Stock.
(2) William L. Mack, a member of the Mack Group, is a trustee of the William and Phyllis Mack Foundation, Inc., a charitable foundation that owns 100,000 reported shares. Earle I. Mack, a member of the Mack Group, is a trustee of the Earle I. Mack Foundation, Inc., a charitable foundation that owns 64,500 reported shares. Richard Mack and Stephen Mack, members of the Mack Group, are trustees of The Mack 2010 Family Trust II, a trust that owns 770,097 reported shares. David S. Mack, a member of the Mack Group, is a trustee of The David and Sondra Mack Foundation, a charitable foundation that owns 225,000 reported shares. Stephen Mack, a member of the Mack Group, is a trustee of The Stephen Mack and Kelly Mack Family Foundation, a charitable foundation that owns 5,000 reported shares. William L. Mack, Richard Mack, David S. Mack and Stephen Mack, pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended, each hereby specifically disclaims beneficial ownership of any shares owned by such respective trust or foundations reported on this Schedule.
Exhibit B
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Mack-Cali Realty Corporation.
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Dated: February 5, 2016 |
/s/ William L. Mack |
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William L. Mack |
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Dated: February 3, 2016 |
/s/ Earle I. Mack |
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Earle I. Mack |
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Dated: February 4, 2016 |
/s/ David S. Mack |
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David S. Mack |
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Dated: February 4, 2016 |
/s/ Fredric Mack |
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Fredric Mack |
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Dated: February 5, 2016 |
/s/ Richard Mack |
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Richard Mack |
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Dated: February 5, 2016 |
/s/ Stephen Mack |
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Stephen Mack |
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Dated: February 5, 2016 |
/s/ William L. Mack |
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William L. Mack, as Trustee for The |
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William and Phyllis Mack Foundation, Inc. |
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Dated: February 3, 2016 |
/s/ Earle I. Mack |
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Earle I. Mack, as Trustee for the Earle I. Mack Foundation, Inc. |
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Dated: February 5, 2016 |
/s/ Richard Mack |
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Richard Mack, as Trustee for The Mack 2010 Family Trust II |
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Dated: February 4, 2016 |
/s/ David S. Mack |
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David S. Mack, as Trustee for The |
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David and Sondra Mack Foundation |
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Dated: February 5, 2016 |
/s/ Stephen Mack |
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Stephen Mack, as Trustee for The |
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Stephen Mack and Kelly Mack Family Foundation |
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Dated: February 5, 2016 |
/s/ Stephen Mack |
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Stephen Mack, as Trustee for the Stephen F. Mack 2013 Revocable Trust |
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Dated: February 3, 2016 |
/s/ Carol Mack |
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Carol Mack, as Trustee for the |
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Andrew Mack 4/30/07 Trust |
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Dated: February 3, 2016 |
/s/ Carol Mack |
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Carol Mack, as Trustee for the |
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Beatrice Mack 4/30/07 Trust |