SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
(Rule 13d-102)
(Amendment No.)
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)
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
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Quaker Chemical Corporation
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(Name of Issuer)
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Common Stock, $1 par value
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(Title of Class of Securities)
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747316107
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(CUSIP Number)
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December 31, 2020
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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[X]
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Rule 13d-1(b)
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[ ]
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Rule 13d-1(c)
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[ ]
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Rule 13d-1(d)
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CUSIP No. 747316107
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13G
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Durable Capital Partners LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(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 |
5
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SOLE VOTING POWER
1,561,810
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
1,561,810
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,561,810
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.8% *
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12
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TYPE OF REPORTING PERSON*
IA, PN
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*SEE ITEM 4(b).
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CUSIP No. 747316107
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13G
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Durable Capital Associates LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(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 |
5
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SOLE VOTING POWER
1,561,810
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
1,561,810
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,561,810
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|||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.8% *
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12
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TYPE OF REPORTING PERSON*
HC, OO
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*SEE ITEM 4(b).
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CUSIP No. 747316107
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13G
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Henry Ellenbogen
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(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 Citizen
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
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SOLE VOTING POWER
1,561,810
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
1,561,810
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,561,810
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.8% *
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12
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TYPE OF REPORTING PERSON*
HC, IN
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*SEE ITEM 4(b).
SCHEDULE 13G
| Item 1(a) |
Name of Issuer.
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Quaker Chemical Corporation
| Item 1(b) |
Address of Issuer’s Principal Executive Offices.
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901 E. Hector Street
Conshohocken, Pennsylvania 19428
| Item 2(a) |
Name of Person Filing.
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Durable Capital Partners LP
Durable Capital Associates LLC
Henry Ellenbogen
| Item 2(b) |
Address of Principal Business Office, or, if none, Residence.
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5425 Wisconsin Avenue,
Suite 802
Chevy Chase, Maryland 20815
| Item 2(c) |
Citizenship or Place of Organization.
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Durable Capital Partners LP (“Durable Capital Partners”) is a limited partnership organized under the laws of the State of Delaware. Durable Capital Associates LLC (“Durable
Associates”) is a limited liability company organized under the laws of the State of Delaware. Mr. Ellenbogen is a United States citizen.
| Item 2(d) |
Title of Class of Securities.
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Common Stock, $1 par value (the “Common Stock”)
| Item 2(e) |
CUSIP Number.
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747316107
| Item 3 |
Reporting Person.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), 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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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☒
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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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A non-U.S. institution that is the functional equivalent of any of the institutions listed in § 240.13d-1 (b)(1)(ii)(A) through (I), so long as the non-U.S. institution is subject to a regulatory scheme that is substantially comparable
to the regulatory scheme applicable to the equivalent U.S. institution.
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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| Item 4 |
Ownership.
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(a)
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Durable Capital Partners, Durable Associates and Mr. Ellenbogen are the beneficial owners of 1,561,810 shares of Common Stock held by its client fund.
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(b)
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Durable Capital Partners, Durable Associates and Mr. Ellenbogen are the beneficial owners of 8.8% of the outstanding shares of Common Stock. This percentage is determined by dividing 1,561,810 by 17,831,576 shares of Common Stock issued
and outstanding, as of October 31, 2020 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2020.
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(c)
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Durable Capital Partners, as the investment adviser to its client, has sole power to direct the vote and disposition of the 1,561,810 shares of Common Stock held by its fund client. Durable Associates, as the general partner of Durable
Capital Partners, has sole power to direct the vote and disposition of the 1,561,810 shares of Common Stock held by the fund client of Durable Capital Partners. As the principal of Durable Capital Partners and Durable Associates, Mr.
Ellenbogen has sole power to direct the vote and disposition of the 1,561,810 shares of Common Stock held by the fund client of Durable Capital Partners.
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| Item 5 |
Ownership of Five Percent or Less of a Class.
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Inapplicable.
| Item 6 |
Ownership of More Than Five Percent on Behalf of Another Person.
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The shares reported as beneficially owned are solely held by Durable Capital Master Fund LP, the fund client of Durable Capital Partners.
| Item 7 |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
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See description of control persons of Durable Capital Partners, a registered investment adviser, in Item 4.
| Item 8 |
Identification and Classification of Members of the Group.
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Inapplicable.
| Item 9 |
Notice of Dissolution of Group.
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Inapplicable.
| Item 10 |
Certification.
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By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of
business and were not acquired and were not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
| Exhibits |
Exhibit 99.1
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Joint Filing Agreement dated February 12, 2021, by and among Durable Capital Partners, Durable Associates and Mr. Ellenbogen.
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.
Date: February 12, 2021
DURABLE CAPITAL PARTNERS LP
By: Durable Capital Associates LLC, its general partner
By: /s/ Henry Ellenbogen
Henry Ellenbogen
Manager
DURABLE CAPITAL ASSOCIATES LLC
By: /s/ Henry Ellenbogen
Henry Ellenbogen
Manager
/s/ Henry Ellenbogen
Henry Ellenbogen
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all
amendments thereto) with respect to the Common Stock, $1 par value of Quaker Chemical Corporation and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the
information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such
information is inaccurate.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 12, 2021.
DURABLE CAPITAL PARTNERS LP
By: Durable Capital Associates LLC, its general partner
By: /s/ Henry Ellenbogen
Henry Ellenbogen
Manager
DURABLE CAPITAL ASSOCIATES LLC
By: /s/ Henry Ellenbogen
Henry Ellenbogen
Manager
/s/ Henry Ellenbogen
Henry Ellenbogen