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Proteus Case 20-11580 Bankruptcy
Proteus Case 20-11580 Bankruptcy
Delaware
____________________ District of _________________
(State)
11
Case number (If known): _________________________ Chapter _____ Check if this is an
amended filing
If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and the case
number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available.
4. Debtor’s address Principal place of business Mailing address, if different from principal place
of business
______________________________________________ _______________________________________________
P.O. Box
_______________________________________________
_______________________________________________
City State ZIP Code
x Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))
6. Type of debtor
Partnership (excluding LLP)
Other. Specify: __________________________________________________________________
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1
Case 20-11580 Doc 1 Filed 06/15/20 Page 2 of 109
A. Check one:
7. Describe debtor’s business
Health Care Business (as defined in 11 U.S.C. § 101(27A))
Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))
Railroad (as defined in 11 U.S.C. § 101(44))
Stockbroker (as defined in 11 U.S.C. § 101(53A))
Commodity Broker (as defined in 11 U.S.C. § 101(6))
Clearing Bank (as defined in 11 U.S.C. § 781(3))
`x
None of the above
C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See
http://www.uscourts.gov/four-digit-national-association-naics-codes .
3 ___
___ 2 ___
5 ___
4
Acceptances of the plan were solicited prepetition from one or more classes of
creditors, in accordance with 11 U.S.C. § 1126(b).
The debtor is required to file periodic reports (for example, 10K and 10Q) with the
Securities and Exchange Commission according to § 13 or 15(d) of the Securities
Exchange Act of 1934. File the Attachment to Voluntary Petition for Non-Individuals Filing
for Bankruptcy under Chapter 11 (Official Form 201A) with this form.
The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule
12b-2.
Chapter 12
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 2
Case 20-11580 Doc 1 Filed 06/15/20 Page 3 of 109
11. Why is the case filed in this Check all that apply:
district?
x Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days
immediately preceding the date of this petition or for a longer part of such 180 days than in any other
district.
A bankruptcy case concerning debtor’s affiliate, general partner, or partnership is pending in this district.
It includes perishable goods or assets that could quickly deteriorate or lose value without
attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related
assets or other options).
Other _______________________________________________________________________________
____________________________________________________________________
Phone ________________________________
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 3
Case 20-11580 Doc 1 Filed 06/15/20 Page 4 of 109
WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to
$500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.
17. Declaration and signature of The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this
authorized representative of
petition.
debtor
I have been authorized to file this petition on behalf of the debtor.
I have examined the information in this petition and have a reasonable belief that the information is true and
correct.
I declare under penalty of perjury that the foregoing is true and correct.
06/15/2020
Executed on _________________
MM / DD / YYYY
_____________________________________________
Lawrence R. Perkins
_______________________________________________
Signature of authorized representative of debtor Printed name
L. Katherine Good
_________________________________________________________________________________________________
Printed name
Potter Anderson & Corroon LLP
_________________________________________________________________________________________________
Firm name
Wilmington
____________________________________________________ DE 19801
____________ ______________________________
City State ZIP Code
(302) 984-6000
____________________________________ kgood@potteranderson.com
__________________________________________
Contact phone Email address
5101 DE
______________________________________________________ ____________
Bar number State
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 4
DocuSign Envelope ID: 8CDFD324-25DB-47A0-811D-C1A23D44341B
Case 20-11580 Doc 1 Filed 06/15/20 Page 5 of 109
The undersigned, constituting all of the members of the Board of Directors (the “Board”) of
PROTEUS DIGITAL HEALTH, INC., a Delaware corporation (the “Company”), pursuant to Sections 141(f)
of the Delaware General Corporations Law (the “DGCL”), hereby adopt the following resolutions by written
consent:
WHEREAS, the board of directors (collectively, the “Board”) of Proteus Digital Health, Inc.
(the “Company”) has considered presentations by the management and the financial and legal advisors of
the Company regarding the liabilities and liquidity situation of the Company, the strategic alternatives
available to it, and the effect of the foregoing on the Company’s business, creditors, and other parties in
interest;
WHEREAS, the Board has had the opportunity to consult with the CEO and the Company’s
legal advisors and fully consider each of the strategic alternatives available to the Company;
WHEREAS, the Board has been presented with a proposed petition and related documents
to be filed by the Company in the United States Bankruptcy Court for the District of Delaware (the
“Bankruptcy Court”) seeking relief under chapter 11 of title 11 of the United States Code (the
“Bankruptcy Code”) as a debtor in possession; and
WHEREAS, the Board, having had a series of meetings to consider the financial and
operational aspects of the Company’s business and the best course of action to maximize value, having
received financial and other input from management and its advisors, having had the opportunity to
review and consider the same, and having pursued and considered various alternatives, have
determined in the exercise of their respective business judgment that given the current facts and
circumstances confronting the Company, it is advisable and in the best interests of the Company, its
creditors, and other interested parties that a petition be filed by the Company seeking relief under the
provisions of chapter 11 of the Bankruptcy Code.
RESOLVED FURTHER, that the officers of the Company, including the CEO (collectively,
the “Officers”), or any one of them, be, and each hereby is, authorized and empowered, on behalf of
and in the name of the Company, to execute and verify a petition in the name of the Company under
chapter 11 of the Bankruptcy Code and to cause the same to be filed in the Bankruptcy Court in such
form and at such time as the Officer(s) executing said petition on behalf of the Company shall
1.
227907907 v1
DocuSign Envelope ID: 8CDFD324-25DB-47A0-811D-C1A23D44341B
Case 20-11580 Doc 1 Filed 06/15/20 Page 6 of 109
determine;
RESOLVED FURTHER, that the Officers, or any one of them, be, and each hereby is,
authorized and empowered, on behalf of and in the name of the Company, to execute, verify and/or
file, or cause to be executed, verified and/or filed (or direct others to do so on their behalf as provided
herein) all necessary documents, including, without limitation, all petitions, affidavits, statements,
schedules, motions, lists, applications, pleadings and other papers, and in connection with the petition,
to employ and retain all assistance by legal counsel, accountants or other professionals, and to take
any and all action which they deem necessary and proper to maintain the ordinary course operation of
the Company's business during the pendency of the chapter 11 case, including any and all action
necessary or proper in connection with obtaining Bankruptcy Court authorization to use cash collateral
and obtain post-petition financing (“DIP Financing”), and seek the relief contemplated by “first day”
and/or “second day” motions;
RESOLVED FURTHER, that the Officers, or any one of them, be, and each hereby is,
authorized and empowered, on behalf of and in the name of the Company, to retain and employ
professionals to render services to the Company in connection with the chapter 11 case, including,
without limitation, the firm Goodwin Procter LLP, to act as chapter 11 counsel; Potter Anderson &
Corroon LLP, to act as Delaware and conflicts counsel; SierraConstellation Partners LLC, to act as
financial advisors; and Kurtzman Carson Consultants LLC, to act as claims and noticing agent and
administrative advisor;
RESOLVED FURTHER, that the Officers, or any one of them, be, and each hereby is,
authorized and empowered, on behalf of and in the name of the Company, to amend, supplement or
otherwise modify from time to time the terms of any documents, certificates, instruments, agreements,
financing statements, notices, undertakings or other writings referred to in the foregoing resolutions;
RESOLVED FURTHER, that the Officers be, and each of them hereby is, authorized and
empowered, on behalf of and in the name of the Company, to take or cause to be taken any and all
such further action and to execute, deliver, verify and/or file, or cause to be executed, delivered,
verified and/or filed (or direct others to do so on its behalf as provided herein) all such further
documents, agreements, instruments, financing statements, notices, undertakings, certificates and
other writings to effectuate the purpose and intent of any and all of the foregoing resolutions;
RESOLVED FURTHER, that all acts lawfully done or actions lawfully taken by any Officer to
seek relief on behalf of the Company under chapter 11 of the Bankruptcy Code, or in connection with the
chapter 11 case, or any matter related thereto, in connection with the Company’s ordinary course
operations be, and hereby are, adopted, ratified, confirmed and approved in all respects as the acts and
deeds of the Company as fully as if such actions had been presented to the Board for its prior approval;
and
RESOLVED FURTHER, that the Officers be, and each of them hereby is, authorized and
empowered, on behalf of and in the name of the Company, to pay and direct the payment of all fees
and expenses as in their judgment shall be necessary, appropriate, or advisable in the good faith
judgment of such Officers to effectuate the purpose and intent of any and all of the foregoing
resolutions.
2.
227907907 v1
DocuSign Envelope ID: 8CDFD324-25DB-47A0-811D-C1A23D44341B
Case 20-11580 Doc 1 Filed 06/15/20 Page 7 of 109
This ACTION BY WRITTEN CONSENT shall be filed with the minutes of the proceedings of the
Board of Directors of the Company.
The undersigned have executed this ACTION BY WRITTEN CONSENT as of the date set forth
opposite his or her name below. Any copy, facsimile, .PDF or other reliable reproduction of this Action by
Written Consent may be substituted or used in lieu of the original writing for any and all purposes for which
the original writing could be used, provided that such copy, facsimile, .PDF or other reproduction be a
complete reproduction of the entire original writing.
6/14/2020
6/14/2020
6/14/2020
An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit
this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document,
and any amendments of those documents. This form must state the individual’s position or relationship to the debtor, the identity of the
document, and the date. Bankruptcy Rules 1008 and 9011.
WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in
connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341,
1519, and 3571.
I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or
another individual serving as a representative of the debtor in this case.
I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct:
Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D)
Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)
x Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not Insiders (Official Form 204)
x Corporate Ownership Statement and List of Equity Security Holders
Other document that requires a declaration__________________________________________________________________________________
I declare under penalty of perjury that the foregoing is true and correct.
06/15/2020
Executed on ______________ _________________________________________________________________________
MM / DD / YYYY Signature of individual signing on behalf of debtor
Lawrence R. Perkins
________________________________________________________________________
Printed name
Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors
Case 20-11580 Doc 1 Filed 06/15/20 Page 9 of 109
A list of creditors holding the 20 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the debtor disputes. Do not
include claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31). Also, do not include claims by secured creditors, unless the
unsecured claim resulting from inadequate collateral value places the creditor among the holders of the 20 largest unsecured claims.
Name of creditor and Name, telephone number, and email Nature of the Indicate if claim Amount of unsecured claim
complete mailing address, address of creditor contact claim (for is contingent, If the claim is fully unsecured, fill in only unsecured
including zip code example, trade unliquidated, or claim amount. If claim is partially secured, fill in
debts, bank disputed total claim amount and deduction for value of
loans, collateral or setoff to calculate unsecured claim.
professional
services, and
government
contracts)
Total claim, if Deduction for Unsecured claim
partially value of
secured collateral or
setoff
page 1
Official Form 204 Chapter 11 or Chapter 9 Cases List of Creditors Who Have the 20 Largest Unsecured Claims
Case 20-11580 Doc 1 Filed 06/15/20 Page 10 of 109
Name of creditor and Name, telephone number, and email Nature of the Indicate if claim Amount of unsecured claim
complete mailing address, address of creditor contact claim (for is contingent, If the claim is fully unsecured, fill in only unsecured
including zip code example, trade unliquidated, or claim amount. If claim is partially secured, fill in
debts, bank disputed total claim amount and deduction for value of
loans, collateral or setoff to calculate unsecured claim.
professional
services, and
government
contracts)
page 2
Official Form 204 Chapter 11 or Chapter 9 Cases List of Creditors Who Have the 20 Largest Unsecured Claims
Case 20-11580 Doc 1 Filed 06/15/20 Page 11 of 109
Pursuant to Rules 1007(a)(1) and 7007.1 of the Federal Rules of Bankruptcy Procedure,
the above-captioned debtor and debtor in possession (the “Debtor”) respectfully represents that the
following is a complete list of all corporations, other than governmental units, that directly or
Series A Preferred
Name Percentage
Spring Ridge Ventures I, L.P. 98.667%
Series B Preferred
Name Percentage
Adams Street V, L.P. 11.54%
BVCF IV, L.P. 11.54%
Carlyle Venture Partners II, 36.94%
L.P.
1
The last four digits of the Debtor’s taxpayer identification number are 2680. The Debtor’s corporate
headquarters is located at 2600 Bridge Parkway, Redwood City, California 94065.
ACTIVE/94537376.2
Case 20-11580 Doc 1 Filed 06/15/20 Page 12 of 109
Series C Preferred
Name Percentage
Carlyle Venture Partners II,
14.42%
L.P.
Essex Woodlands Health
39.68%
Ventures Fund VI, L.P.
PaceSetter, Inc. 14.97%
Series D Preferred
Name Percentage
Medtronic, Inc. 31.20%
PaceSetter, Inc. 23.40%
Series E Preferred
Name Percentage
Medtronic, Inc. 19.65%
Novartis Pharma AG 58.94%
Semiconductor Components
19.65%
Industries, LLC
Series F Preferred
Name Percentage
Intelligent Health Limited 15.34%
Novartis Pharma AG 12.14%
OC Acquisition LLC 12.78%
Otsuka Pharmaceutical Co.,
38.35%
Ltd.
Series G Preferred
Name Percentage
Clipperbay & Co. 20%
Keymount Investments
25%
Limited
PepsiCo, Inc. 10.00%
Sensor International
10.10%
Investment Ltd.
2
ACTIVE/94537376.2
Case 20-11580 Doc 1 Filed 06/15/20 Page 13 of 109
Series H Preferred
Name Percentage
GLORIA (HONGKONG)
22.90%
CO., LIMITED
Otsuka Pharmaceutical Co.,
53.13%
Ltd.
Shanghai Sailing Boda Keer
22.90%
Investment Fund Limited
3
ACTIVE/94537376.2
Case 20-11580 Doc 1 Filed 06/15/20 Page 14 of 109
This Exhibit A attached hereto serves as the disclosure required to be made by the Debtor
pursuant to Rule 1007 of the Federal Rules of Bankruptcy Procedure. All equity positions listed
on Exhibit A are as of the date of commencement of the chapter 11 case according to the Debtor’s
books and records.
1
The last four digits of the Debtor’s taxpayer identification number are 2680. The Debtor’s corporate
headquarters is located at 2600 Bridge Parkway, Redwood City, California 94065.
Case 20-11580 Doc 1 Filed 06/15/20 Page 15 of 109
Exhibit A
(List of Equity Security Holders)
Case 20-11580 Doc 1 Filed 06/15/20 Page 16 of 109
Kind/Class of Number of
Name Last Known Address
Interest Interests Held
Kind/Class of Number of
Name Last Known Address
Interest Interests Held
2
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
3
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
4
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
5
Case 20-11580 Doc 1 Filed 06/15/20 Page 21 of 109
Kind/Class of Number of
Name Last Known Address
Interest Interests Held
6
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
7
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
8
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
9
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
10
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
11
Case 20-11580 Doc 1 Filed 06/15/20 Page 27 of 109
Kind/Class of Number of
Name Last Known Address
Interest Interests Held
Cardiovascular Medicine,
R. Hardwin Mead, 940 Roble
Cardiac Arrythmias Profit
Ridge Road, Palo Alto CA, Series B Preferred 33,333
Sharing Plan, FBO R.
United States 94306
Hardwin Mead
Cardiovascular Medicine,
R. Hardwin Mead, 940 Roble
Cardiac Arrythmias Profit
Ridge Road, Palo Alto CA, Series C Preferred 12,185
Sharing Plan, FBO R.
United States 94306
Hardwin Mead
12
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
Cardiovascular Medicine,
R. Hardwin Mead, 940 Roble
Cardiac Arrythmias Profit
Ridge Road, Palo Alto CA, Series D Preferred 3,763
Sharing Plan, FBO R.
United States 94306
Hardwin Mead
13
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
14
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
15
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
16
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
17
Case 20-11580 Doc 1 Filed 06/15/20 Page 33 of 109
Kind/Class of Number of
Name Last Known Address
Interest Interests Held
Couch-Kanner 2008
P.O. Box 1260, Fairport NY,
Trust dated May 6, 2008 Series C Preferred 80
United States 14450
(eff. 4/1/10)
Couch-Kanner 2008
P.O. Box 1260, Fairport NY,
Trust dated May 6, 2008 Series B Preferred 9
United States 14450
(eff. 4/1/10)
Couch-Kanner 2008
P.O. Box 1260, Fairport NY,
Trust dated May 6, 2008 Series D Preferred 2
United States 14450
(eff. 4/1/10)
18
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
19
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
20
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
21
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
22
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
23
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
24
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
25
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
Edward L. Carcamo,
380 Vallejo Drive #122,
Trustee of the Edward L.
Millbrae CA, United States Common 30,160
Carcamo Trust dated
94030
October 26, 2011
26
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
27
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
29
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
Fiduciary Trust
International of Delaware One Franklin Parkway, San
Trustee for the Stertzer Mateo CA, United States Common 17,545
Gamma Trust Dated 94403-1906
12/20/2000
30
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
31
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
32
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
33
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
34
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
35
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
36
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
39
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
48
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
Department of Mechanical
Engineering, Terman 540,
Kenny, Thomas Common 540
Stanford CA, United States
94305-4021
49
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
50
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
51
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
Lansdowne Developed
15 Davies Street W1K 3AG,
Markets Master Fund Series G Preferred 913,242
London, United Kingdom
Limited
Lansdowne Developed
15 Davies Street W1K 3AG,
Markets Master Fund Series H Preferred 64,873
London, United Kingdom
Limited
Lansdowne Developed
Markets Strategic 15 Davies Street W1K 3AG,
Series G Preferred 228,310
Investment Master Fund London, United Kingdom
Limited
Lansdowne Developed
Markets Strategic 15 Davies Street W1K 3AG,
Series H Preferred 8,995
Investment Master Fund London, United Kingdom
Limited
52
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
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Name Last Known Address
Interest Interests Held
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Name Last Known Address
Interest Interests Held
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Name Last Known Address
Interest Interests Held
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Name Last Known Address
Interest Interests Held
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Name Last Known Address
Interest Interests Held
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Name Last Known Address
Interest Interests Held
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Name Last Known Address
Interest Interests Held
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Name Last Known Address
Interest Interests Held
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Name Last Known Address
Interest Interests Held
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
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Kind/Class of Number of
Name Last Known Address
Interest Interests Held
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Name Last Known Address
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Case 20-11580 Doc 1 Filed 06/15/20 Page 100 of 109
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Interest Interests Held
The Richard D.
PO Box 596, Diablo CA,
Stubblefield, Jr. Living Series C Preferred 20,034
United States 94528
Trust dated 1/16/2009
The Richard D.
PO Box 596, Diablo CA,
Stubblefield, Jr. Living Series B Preferred 2,257
United States 94528
Trust dated 1/16/2009
The Richard D.
PO Box 596, Diablo CA,
Stubblefield, Jr. Living Series D Preferred 559
United States 94528
Trust dated 1/16/2009
The Sze/Harris
Revocable Trust Date of
Common 2,429
Establishment March 1,
2003
85
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Interest Interests Held
16 Fayerweather Street,
York, Gwill E Cambridge MA, United States Series C Preferred 13,947
02138
16 Fayerweather Street,
York, Gwill E Cambridge MA, United States Series B Preferred 1,570
02138
16 Fayerweather Street,
York, Gwill E Cambridge MA, United States Series D Preferred 389
02138
93
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