UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
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OMB Number:3235-0145
Expires: February 28, 2009
Estimated average burden
hours per response… 10.4
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Ultra Clean Holdings, Inc.
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Common Stock; Par value $0.001
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90385V107
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December 31, 2010
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(Date of Event which Requires Filing of this Statement)
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1
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Names of Reporting Persons.
HomeField Capital L.P.
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2
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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
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
1,692,016
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6 Shared Voting Power
0
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7 Sole Dispositive Power
1,692,016
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8 Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,692,016
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
7.69%
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12
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Type of Reporting Person (See Instructions)
IA
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1
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Names of Reporting Persons.
HomeField Capital Associates LLC
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2
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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
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware, U.S.A.
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
1,692,016
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6 Shared Voting Power
0
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7 Sole Dispositive Power
1,692,016
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8 Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,692,016
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
7.69%
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12
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Type of Reporting Person (See Instructions)
OO
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1
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Names of Reporting Persons.
William J. Feil
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2
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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
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SEC Use Only
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4
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Citizenship or Place of Organization.
United States of America
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
1,692,0161
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6 Shared Voting Power
0
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7 Sole Dispositive Power
1,692,016
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8 Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,692,016
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||
10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
7.69%
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12
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Type of Reporting Person (See Instructions)
IN
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Richard Crosby
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2
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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
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SEC Use Only
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4
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Citizenship or Place of Organization.
United States of America
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
1,692,0162
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6 Shared Voting Power
0
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7 Sole Dispositive Power
1,692,016
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8 Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,692,016
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||
10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
7.69%
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12
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Type of Reporting Person (See Instructions)
IN
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
William J. Vernon
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2
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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
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SEC Use Only
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4
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Citizenship or Place of Organization.
United States of America
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
1,692,0163
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6 Shared Voting Power
0
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7 Sole Dispositive Power
1,692,016
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8 Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,692,016
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||
10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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||
11
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Percent of Class Represented by Amount in Row (9)
7.69%
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12
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Type of Reporting Person (See Instructions)
IN
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(a)
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Name of Issuer
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Ultra Clean Holdings, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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26462 Corporate Avenue
Hayward, CA 94545
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Item 2.
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(a)
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Name of Person Filing
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This statement is filed on behalf of HomeField Capital L.P. (“HFLP”), a Delaware limited partnership, HomeField Capital Associates LLC (“HFLLC”), a Delaware limited liability company, William J. Feil (“Feil”), Richard Crosby (“Crosby”) and William J. Vernon (“Vernon”), all United States citizens. HFLP is a registered investment adviser. HFLLC is the general partner and a controlling person of HFLP. Each of Feil, Crosby and Vernon is a member of HFLLC. This statement relates to shares held for the accounts of private investment funds and managed accounts for which HFLP acts as investment adviser. An agreement among HFL, HFLLC, Feil, Crosby and Vernon in writing to file this statement on behalf of each of them is attached as Exhibit A hereto.
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(b)
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Address of Principal Business Office or, if none, Residence
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375 Park Avenue, Suite 1905, New York, NY, 10152
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(c)
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Citizenship
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HFLP is a Delaware limited partnership. HFLLC is a Delaware limited liability company and Feil, Crosby and Vernon are each United States citizens.
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(d)
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Title of Class of Securities
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Common Stock; Par value $0.001 (the “Common Stock”)
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(e)
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CUSIP Number
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90385V107
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Item 3.
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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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[ ]
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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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[ ]
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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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[ ]
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Insurance Company as defined in Section 3(a)(19) of the Act
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(d)
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[ ]
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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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[X]
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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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[ ]
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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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[ ]
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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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[ ]
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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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[ ]
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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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[ ]
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Item 4.
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Ownership
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Item 5.
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Ownership of Five Percent or Less of a Class
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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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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Item 8.
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Identification and Classification of Members of the Group
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Item 9.
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Notice of Dissolution of Group
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Item 10.
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Certification
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HomeField Capital L.P.
By its General Partner:
HomeField Capital Associates LLC
By its Members:
/s/William J. Feil
William J. Feil
Member
/s/Richard Crosby
Richard Crosby
Member
/s/William J. Vernon
William J. Vernon
Member
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HomeField Capital Associates LLC
By its Members:
/s/William J. Feil
William J. Feil
Member
/s/Richard Crosby
Richard Crosby
Member
/s/William J. Vernon
William J. Vernon
Member
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/s/William J. Feil
William J. Feil
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/s/Richard Crosby
Richard Crosby
/s/William J. Vernon
William J. Vernon
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HomeField Capital L.P.
By its General Partner:
HomeField Capital Associates LLC
By its Members:
/s/William J. Feil
William J. Feil
Member
/s/Richard Crosby
Richard Crosby
Member
/s/William J. Vernon
William J. Vernon
Member
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HomeField Capital Associates LLC
By its Members:
/s/William J. Feil
William J. Feil
Member
/s/Richard Crosby
Richard Crosby
Member
/s/William J. Vernon
William J. Vernon
Member
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/s/William J. Feil
William J. Feil
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/s/Richard Crosby
Richard Crosby
/s/William J. Vernon
William J. Vernon
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