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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
Under the Securities Exchange Act of 1934
Rexnord Corporation
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
76169B102
(CUSIP Number)
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
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).
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1 |
Name of Reporting Persons. | |||
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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) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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Shared Voting Power | ||||
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Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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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) x | |||
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Percent of Class Represented by Amount in Row (9) | |||
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Type of Reporting Person (See Instructions) | |||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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Shared Voting Power | ||||
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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) x | |||
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Percent of Class Represented by Amount in Row (9) | |||
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Type of Reporting Person (See Instructions) | |||
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1 |
Name of Reporting Persons. | |||
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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) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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Shared Voting Power | ||||
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Sole Dispositive Power | ||||
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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) x | |||
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Percent of Class Represented by Amount in Row (9) | |||
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Type of Reporting Person (See Instructions) | |||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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Shared Voting Power | ||||
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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) x | |||
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Percent of Class Represented by Amount in Row (9) | |||
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Type of Reporting Person (See Instructions) | |||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
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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) x | |||
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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 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
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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) x | |||
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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 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
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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) x | |||
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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 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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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) | |||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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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) | |||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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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) | |||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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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) | |||
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1 |
Name of Reporting Persons. Apollo Management Holdings, L.P. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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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) | |||
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1 |
Name of Reporting Persons. Apollo Management Holdings GP, LLC | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x | ||
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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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Type of Reporting Person (See Instructions) | |||
Item 1. |
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(a) |
Name of Issuer |
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(b) |
Address of Issuers Principal Executive Offices Milwaukee, Wisconsin 53214 |
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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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(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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Not applicable. | |||
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Item 4. |
Ownership. | |||
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(a) |
Amount beneficially owned: | ||
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Rexnord I: |
32,587,093 shares of Common Stock | |
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Rexnord II: |
29,966,952 shares of Common Stock | |
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AIF VI: |
32,587,093 shares of Common Stock | |
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Advisors VI: |
32,587,093 shares of Common Stock | |
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ACM VI: |
32,587,093 shares of Common Stock | |
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Principal I: |
32,587,093 shares of Common Stock | |
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Principal I GP: |
32,587,093 shares of Common Stock | |
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Management VI: |
62,554,045 shares of Common Stock | |
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AIF VI Management: |
62,554,045 shares of Common Stock | |
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Apollo Management: |
62,554,045 shares of Common Stock | |
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Management GP: |
62,554,045 shares of Common Stock | |
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Management Holdings: |
62,554,045 shares of Common Stock | |
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Management Holdings GP: |
62,554,045 shares of Common Stock | |
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Rexnord I and Rexnord II each disclaim beneficial ownership of the shares of the Issuers common stock held of record by the other, and each of AIF VI, Advisors VI, ACM VI, Principal I, Principal I GP, Management VI, AIF VI Management, Apollo Management, Management GP, Management Holdings, Management Holdings GP, and Messrs. Black, Harris, and Rowan, the managers of Principal I GP and the managers, as well as principal executive officers, of Management Holdings GP, disclaim beneficial ownership of all of the shares of Common Stock included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose. | ||
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(b) |
Percent of class: | ||
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Rexnord I |
33.6% | |
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Rexnord II |
30.9% | |
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AIF VI |
33.6% | |
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Advisors VI |
33.6% | |
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ACM VI |
33.6% | |
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Principal I |
33.6% | |
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Principal I GP |
33.6% | |
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Management VI |
64.4% | |
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AIF VI Management |
64.4% | |
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Apollo Management |
64.4% | |
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Management GP |
64.4% | |
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Management Holdings |
64.4% | |
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Management Holdings GP |
64.4% | |
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The percentage of Common Stock beneficially owned by each Reporting Person is based on 97,072,190 shares of Common Stock outstanding as of January 31, 2013 according to the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 11, 2013. | ||
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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 for all Reporting Persons. | |
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(ii) |
Shared power to vote or to direct the vote: | |
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Rexnord I: |
32,587,093 shares of Common Stock |
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Rexnord II: |
29,966,952 shares of Common Stock |
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AIF VI: |
32,587,093 shares of Common Stock |
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Advisors VI: |
32,587,093 shares of Common Stock |
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ACM VI: |
32,587,093 shares of Common Stock |
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Principal I: |
32,587,093 shares of Common Stock |
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Principal I GP: |
32,587,093 shares of Common Stock |
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Management VI: |
62,554,045 shares of Common Stock |
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AIF VI Management: |
62,554,045 shares of Common Stock |
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Apollo Management: |
62,554,045 shares of Common Stock |
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Management GP: |
62,554,045 shares of Common Stock |
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Management Holdings: |
62,554,045 shares of Common Stock |
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Management Holdings GP: |
62,554,045 shares of Common Stock |
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(iii) |
Sole power to dispose or to direct the disposition of: 0 for all Reporting Persons. | |
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(iv) |
Shared power to dispose or to direct the disposition of: | |
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Rexnord I: |
32,587,093 shares of Common Stock |
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Rexnord II: |
29,966,952 shares of Common Stock |
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AIF VI: |
32,587,093 shares of Common Stock |
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Advisors VI: |
32,587,093 shares of Common Stock |
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ACM VI: |
32,587,093 shares of Common Stock |
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Principal I: |
32,587,093 shares of Common Stock |
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Principal I GP: |
32,587,093 shares of Common Stock |
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Management VI: |
62,554,045 shares of Common Stock |
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AIF VI Management: |
62,554,045 shares of Common Stock |
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Apollo Management: |
62,554,045 shares of Common Stock |
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Management GP: |
62,554,045 shares of Common Stock |
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Management Holdings: |
62,554,045 shares of Common Stock |
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Management Holdings GP: |
62,554,045 shares of Common Stock |
Item 5. |
Ownership of Five Percent or Less of a Class. |
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 o | |
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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. |
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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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Item 10. |
Certification. |
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Not applicable. |
[The remainder of this page intentionally left blank.]
SIGNATURE
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: February 14, 2013 |
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REXNORD ACQUISITION HOLDINGS I, LLC | |||
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By: |
Apollo Management VI, L.P., | ||
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its manager | ||
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By: |
AIF VI Management, LLC, | |
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its general partner | |
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By: |
/s/ Laurie D. Medley |
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Name: |
Laurie D. Medley |
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Title: |
Vice President |
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REXNORD ACQUISITION HOLDINGS II, LLC | |||
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By: |
Apollo Management VI, L.P., | ||
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its manager | ||
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By: |
AIF VI Management, LLC, | |
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its general partner | |
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By: |
/s/ Laurie D. Medley |
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Name: |
Laurie D. Medley |
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Title: |
Vice President |
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APOLLO INVESTMENT FUND VI, L.P. | |||
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By: |
Apollo Advisors VI, L.P., | ||
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its general partner | ||
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By: |
Apollo Capital Management VI, LLC, | |
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its general partner | |
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By: |
/s/ Laurie D. Medley |
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Name: |
Laurie D. Medley |
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Title: |
Vice President |
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APOLLO ADVISORS VI, L.P. | |||
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By: |
Apollo Capital Management VI, LLC, | ||
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its general partner | ||
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By: |
/s/ Laurie D. Medley | |
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Name: |
Laurie D. Medley | |
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Title: |
Vice President | |
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APOLLO CAPITAL MANAGEMENT VI, LLC | |||
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By: |
/s/ Laurie D. Medley | ||
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Name: |
Laurie D. Medley | ||
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Title: |
Vice President | ||
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APOLLO PRINCIPAL HOLDINGS I, L.P. | |||
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By: |
Apollo Principal Holdings I GP, LLC, | ||
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its general partner | ||
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By: |
/s/ Laurie D. Medley | |
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Name: |
Laurie D. Medley | |
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Title: |
Vice President | |
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APOLLO PRINCIPAL HOLDINGS I GP, LLC | |||
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By: |
/s/ Laurie D. Medley | ||
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Name: |
Laurie D. Medley | ||
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Title: |
Vice President | ||
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APOLLO MANAGEMENT VI, L.P. | |||
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By: |
AIF VI Management, LLC, | ||
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its general partner | ||
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By: |
/s/ Laurie D. Medley | |
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Name: |
Laurie D. Medley | |
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Title: |
Vice President | |
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AIF VI MANAGEMENT, LLC | |||
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By: |
/s/ Laurie D. Medley | ||
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Name: |
Laurie D. Medley | ||
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Title: |
Vice President |
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APOLLO MANAGEMENT, L.P. | ||||
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By: |
Apollo Management GP, LLC, | |||
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its general partner | |||
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By: |
/s/ Laurie D. Medley | ||
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Name: |
Laurie D. Medley | ||
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Title: |
Vice President | ||
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APOLLO MANAGEMENT GP, LLC | ||||
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By: |
/s/ Laurie D. Medley | |||
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Name: |
Laurie D. Medley | |||
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Title: |
Vice President | |||
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APOLLO MANAGEMENT HOLDINGS, L.P. | ||||
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By: |
Apollo Management Holdings GP, LLC, | |||
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its general partner | |||
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By: |
/s/ Laurie D. Medley | ||
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Name: |
Laurie D. Medley | ||
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Title: |
Vice President | ||
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APOLLO MANAGEMENT HOLDINGS GP, LLC | ||||
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By: |
/s/ Laurie D. Medley | |||
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Name: |
Laurie D. Medley | |||
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Title: |
Vice President | |||