UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DEALERTRACK
TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
242309102
(CUSIP Number)
December 5, 2014
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule
13d-1(b)
x Rule 13d-1(c)
¨ 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 purposes of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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CUSIP No. 242309102 |
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Page |
2
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1. |
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Name of
reporting persons: MPL (Cayman) LP |
2. |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3. |
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SEC use only
|
4. |
|
Citizenship or place of
organization: Cayman Islands |
Number of
shares beneficially
owned by each
reporting person
with |
|
5. |
|
Sole voting power:
-0- |
|
6. |
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Shared voting power:
258,131 |
|
7. |
|
Sole dispositive power:
-0- |
|
8. |
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Shared dispositive power:
100 |
9. |
|
Aggregate amount beneficially owned by each reporting person:
258,131 |
10. |
|
Check box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ¨ |
11. |
|
Percent of class represented by amount
in Row (9):
0.5%1 |
12. |
|
Type of reporting person (see
instructions): PN |
1 |
The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Companys Form 10-Q/A filed on November 12, 2014). |
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CUSIP No. 242309102 |
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Page |
3
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1. |
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Name of
reporting persons: MPL (Cayman) GP LTD |
2. |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3. |
|
SEC use only
|
4. |
|
Citizenship or place of
organization: Cayman Islands |
Number of
shares beneficially
owned by each
reporting person
with |
|
5. |
|
Sole voting power:
-0- |
|
6. |
|
Shared voting power:
258,131 |
|
7. |
|
Sole dispositive power:
-0- |
|
8. |
|
Shared dispositive power:
100 |
9. |
|
Aggregate amount beneficially owned by each reporting person:
258,131 |
10. |
|
Check box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ¨ |
11. |
|
Percent of class represented by amount
in Row (9):
0.5%2 |
12. |
|
Type of reporting person (see
instructions): OO |
2 |
The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Companys Form 10-Q/A filed on November 12, 2014). |
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CUSIP No. 242309102 |
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Page |
4
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1. |
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Name of
reporting persons: Apax Europe VI GP Co. Limited |
2. |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3. |
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SEC use only
|
4. |
|
Citizenship or place of
organization: Guernsey |
Number of
shares beneficially
owned by each
reporting person
with |
|
5. |
|
Sole voting power:
-0- |
|
6. |
|
Shared voting power:
258,131 |
|
7. |
|
Sole dispositive power:
-0- |
|
8. |
|
Shared dispositive power:
100 |
9. |
|
Aggregate amount beneficially owned by each reporting person:
258,131 |
10. |
|
Check box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ¨ |
11. |
|
Percent of class represented by amount
in Row (9):
0.5%3 |
12. |
|
Type of reporting person (see
instructions): OO |
3 |
The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Companys Form 10-Q/A filed on November 12, 2014). |
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CUSIP No. 242309102 |
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Page |
5
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1. |
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Name of
reporting persons: Apax Europe VI GP L.P. Inc. |
2. |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3. |
|
SEC use only
|
4. |
|
Citizenship or place of
organization: Guernsey |
Number of
shares beneficially
owned by each
reporting person
with |
|
5. |
|
Sole voting power:
-0- |
|
6. |
|
Shared voting power:
258,131 |
|
7. |
|
Sole dispositive power:
-0- |
|
8. |
|
Shared dispositive power:
100 |
9. |
|
Aggregate amount beneficially owned by each reporting person:
258,131 |
10. |
|
Check box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ¨ |
11. |
|
Percent of class represented by amount
in Row (9):
0.5%4 |
12. |
|
Type of reporting person (see
instructions): OO |
4 |
The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Companys Form 10-Q/A filed on November 12, 2014). |
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CUSIP No. 242309102 |
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Page |
6
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1. |
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Name of
reporting persons: Apax Europe VI-A, L.P. |
2. |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3. |
|
SEC use only
|
4. |
|
Citizenship or place of
organization: England |
Number of
shares beneficially
owned by each
reporting person
with |
|
5. |
|
Sole voting power:
-0- |
|
6. |
|
Shared voting power:
258,131 |
|
7. |
|
Sole dispositive power:
-0- |
|
8. |
|
Shared dispositive power:
100 |
9. |
|
Aggregate amount beneficially owned by each reporting person:
258,131 |
10. |
|
Check box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ¨ |
11. |
|
Percent of class represented by amount
in Row (9):
0.5%5 |
12. |
|
Type of reporting person (see
instructions): PN |
5 |
The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Companys Form 10-Q/A filed on November 12, 2014). |
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CUSIP No. 242309102 |
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Page |
7
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1. |
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Name of
reporting persons: Apax Europe VI-1, L.P. |
2. |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3. |
|
SEC use only
|
4. |
|
Citizenship or place of
organization: England |
Number of
shares beneficially
owned by each
reporting person
with |
|
5. |
|
Sole voting power:
-0- |
|
6. |
|
Shared voting power:
258,131 |
|
7. |
|
Sole dispositive power:
-0- |
|
8. |
|
Shared dispositive power:
100 |
9. |
|
Aggregate amount beneficially owned by each reporting person:
258,131 |
10. |
|
Check box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ¨ |
11. |
|
Percent of class represented by amount
in Row (9):
0.5%6 |
12. |
|
Type of reporting person (see
instructions): PN |
6 |
The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Companys Form 10-Q/A filed on November 12, 2014). |
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CUSIP No. 242309102 |
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Page |
8
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1. |
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Name of
reporting persons: Apax Europe VII GP Co. Limited |
2. |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3. |
|
SEC use only
|
4. |
|
Citizenship or place of
organization: Guernsey |
Number of
shares beneficially
owned by each
reporting person
with |
|
5. |
|
Sole voting power:
-0- |
|
6. |
|
Shared voting power:
258,131 |
|
7. |
|
Sole dispositive power:
-0- |
|
8. |
|
Shared dispositive power:
100 |
9. |
|
Aggregate amount beneficially owned by each reporting person:
258,131 |
10. |
|
Check box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ¨ |
11. |
|
Percent of class represented by amount
in Row (9):
0.5%7 |
12. |
|
Type of reporting person (see
instructions): OO |
7 |
The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Companys Form 10-Q/A filed on November 12, 2014). |
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CUSIP No. 242309102 |
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Page |
9
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1. |
|
Name of
reporting persons: Apax Europe VII GP L.P. Inc. |
2. |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3. |
|
SEC use only
|
4. |
|
Citizenship or place of
organization: Guernsey |
Number of
shares beneficially
owned by each
reporting person
with |
|
5. |
|
Sole voting power:
-0- |
|
6. |
|
Shared voting power:
258,131 |
|
7. |
|
Sole dispositive power:
-0- |
|
8. |
|
Shared dispositive power:
100 |
9. |
|
Aggregate amount beneficially owned by each reporting person:
258,131 |
10. |
|
Check box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ¨ |
11. |
|
Percent of class represented by amount
in Row (9):
0.5%8 |
12. |
|
Type of reporting person (see
instructions): OO |
8 |
The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Companys Form 10-Q/A filed on November 12, 2014). |
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CUSIP No. 242309102 |
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Page |
10
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1. |
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Name of
reporting persons: Apax Europe VII-1, L.P. |
2. |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3. |
|
SEC use only
|
4. |
|
Citizenship or place of
organization: England |
Number of
shares beneficially
owned by each
reporting person
with |
|
5. |
|
Sole voting power:
-0- |
|
6. |
|
Shared voting power:
258,131 |
|
7. |
|
Sole dispositive power:
-0- |
|
8. |
|
Shared dispositive power:
100 |
9. |
|
Aggregate amount beneficially owned by each reporting person:
258,131 |
10. |
|
Check box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ¨ |
11. |
|
Percent of class represented by amount
in Row (9):
0.5%9 |
12. |
|
Type of reporting person (see
instructions): PN |
9 |
The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Companys Form 10-Q/A filed on November 12, 2014). |
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CUSIP No. 242309102 |
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Page |
11
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1. |
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Name of
reporting persons: Apax Europe VII-A, L.P. |
2. |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3. |
|
SEC use only
|
4. |
|
Citizenship or place of
organization: England |
Number of
shares beneficially
owned by each
reporting person
with |
|
5. |
|
Sole voting power:
-0- |
|
6. |
|
Shared voting power:
258,131 |
|
7. |
|
Sole dispositive power:
-0- |
|
8. |
|
Shared dispositive power:
100 |
9. |
|
Aggregate amount beneficially owned by each reporting person:
258,131 |
10. |
|
Check box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ¨ |
11. |
|
Percent of class represented by amount
in Row (9):
0.5%10 |
12. |
|
Type of reporting person (see
instructions): PN |
10 |
The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Companys Form
10-Q/A filed on November 12, 2014). |
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CUSIP No. 242309102 |
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Page |
12
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1. |
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Name of
reporting persons: Apax Europe VII-B, L.P. |
2. |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3. |
|
SEC use only
|
4. |
|
Citizenship or place of
organization: England |
Number of
shares beneficially
owned by each
reporting person
with |
|
5. |
|
Sole voting power:
-0- |
|
6. |
|
Shared voting power:
258,131 |
|
7. |
|
Sole dispositive power:
-0- |
|
8. |
|
Shared dispositive power:
100 |
9. |
|
Aggregate amount beneficially owned by each reporting person:
258,131 |
10. |
|
Check box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ¨ |
11. |
|
Percent of class represented by amount
in Row (9):
0.5%11 |
12. |
|
Type of reporting person (see
instructions): PN |
11 |
The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Companys Form 10-Q/A filed on November 12, 2014). |
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CUSIP No. 242309102 |
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Page |
13
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1. |
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Name of
reporting persons: Apax Guernsey (Holdco) PCC Limited |
2. |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3. |
|
SEC use only
|
4. |
|
Citizenship or place of
organization: Guernsey |
Number of
shares beneficially
owned by each
reporting person
with |
|
5. |
|
Sole voting power:
-0- |
|
6. |
|
Shared voting power:
258,131 |
|
7. |
|
Sole dispositive power:
-0- |
|
8. |
|
Shared dispositive power:
100 |
9. |
|
Aggregate amount beneficially owned by each reporting person:
258,131 |
10. |
|
Check box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ¨ |
11. |
|
Percent of class represented by amount
in Row (9):
0.5%12 |
12. |
|
Type of reporting person (see
instructions): OO |
12 |
The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Companys Form 10-Q/A filed on November 12, 2014). |
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CUSIP No. 242309102 |
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Page |
14
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1. |
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Name of
reporting persons: Apax US VII, L.P. |
2. |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3. |
|
SEC use only
|
4. |
|
Citizenship or place of
organization: Cayman Islands |
Number of
shares beneficially
owned by each
reporting person
with |
|
5. |
|
Sole voting power:
-0- |
|
6. |
|
Shared voting power:
258,131 |
|
7. |
|
Sole dispositive power:
-0- |
|
8. |
|
Shared dispositive power:
100 |
9. |
|
Aggregate amount beneficially owned by each reporting person:
258,131 |
10. |
|
Check box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ¨ |
11. |
|
Percent of class represented by amount
in Row (9):
0.5%13 |
12. |
|
Type of reporting person (see
instructions): PN |
13 |
The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Companys Form
10-Q/A filed on November 12, 2014). |
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CUSIP No. 242309102 |
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Page |
15
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1. |
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Name of
reporting persons: Apax US VII GP, L.P. |
2. |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3. |
|
SEC use only
|
4. |
|
Citizenship or place of
organization: Cayman Islands |
Number of
shares beneficially
owned by each
reporting person
with |
|
5. |
|
Sole voting power:
-0- |
|
6. |
|
Shared voting power:
258,131 |
|
7. |
|
Sole dispositive power:
-0- |
|
8. |
|
Shared dispositive power:
100 |
9. |
|
Aggregate amount beneficially owned by each reporting person:
258,131 |
10. |
|
Check box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ¨ |
11. |
|
Percent of class represented by amount
in Row (9):
0.5%14 |
12. |
|
Type of reporting person (see
instructions): PN |
14 |
The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Companys Form 10-Q/A filed on November 12, 2014). |
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CUSIP No. 242309102 |
|
Page |
16
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1. |
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Name of
reporting persons: Apax US VII GP, Ltd. |
2. |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3. |
|
SEC use only
|
4. |
|
Citizenship or place of
organization: Cayman Islands |
Number of
shares beneficially
owned by each
reporting person
with |
|
5. |
|
Sole voting power:
-0- |
|
6. |
|
Shared voting power:
258,131 |
|
7. |
|
Sole dispositive power:
-0- |
|
8. |
|
Shared dispositive power:
100 |
9. |
|
Aggregate amount beneficially owned by each reporting person:
258,131 |
10. |
|
Check box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ¨ |
11. |
|
Percent of class represented by amount
in Row (9):
0.5%15 |
12. |
|
Type of reporting person (see
instructions): OO |
15 |
The calculation of the foregoing percentage is based on 54,037,883 shares of common stock outstanding as of October 31, 2014 (as reported in the Companys Form 10-Q/A filed on November 12, 2014). |
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CUSIP No. 242309102 |
|
Page |
17
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1. |
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Name of
reporting persons: Megrue, John F |
2. |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3. |
|
SEC use only
|
4. |
|
Citizenship or place of
organization: United States |
Number of
shares beneficially
owned by each
reporting person
with |
|
5. |
|
Sole voting power:
-0- |
|
6. |
|
Shared voting power:
-0- |
|
7. |
|
Sole dispositive power:
-0- |
|
8. |
|
Shared dispositive power:
-0- |
9. |
|
Aggregate amount beneficially owned by each reporting person:
-0- |
10. |
|
Check box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ¨ |
11. |
|
Percent of class represented by amount
in Row (9): 0.0% |
12. |
|
Type of reporting person (see
instructions): IN |
Page |
18
Item 1.
Dealertrack Technologies, Inc. (the Company)
(b). |
Address of Issuers Principal Executive Offices: |
1111 Marcus Avenue
Suite M04
Lake Success, NY 11042
Item 2(a). |
Name of Person Filing |
Item 2(b). |
Address of Principal Business Office |
MPL (CAYMAN) LP
THIRD FLOOR ROYAL BANK PLACE
1
GLATEGNY ESPLANADE
ST. PETER PORT, GUERNSEY X0 GY1 2HJ
PLACE OF ORGANIZATION: CAYMAN ISLANDS
MPL (CAYMAN) GP LTD
THIRD FLOOR
ROYAL BANK PLACE
1 GLATEGNY ESPLANADE
ST. PETER PORT, GUERNSEY X0 GY1 2HJ
PLACE OF ORGANIZATION: CAYMAN ISLANDS
APAX EUROPE VI GP CO. LIMITED
THIRD FLOOR ROYAL BANK PLACE
1
GLATEGNY ESPLANADE
ST. PETER PORT, GUERNSEY X0 GY1 2HJ
PLACE OF ORGANIZATION: GUERNSEY
APAX EUROPE VI GP L.P. INC.
THIRD FLOOR ROYAL BANK PLACE
1
GLATEGNY ESPLANADE
ST. PETER PORT, GUERNSEY X0 GY1 2HJ
PLACE OF ORGANIZATION: GUERNSEY
APAX EUROPE VI-A, L.P.
THIRD
FLOOR ROYAL BANK PLACE
1 GLATEGNY ESPLANADE
ST. PETER PORT, GUERNSEY X0 GY1 2HJ
PLACE OF ORGANIZATION: ENGLAND
APAX EUROPE VI-1, L.P.
THIRD
FLOOR ROYAL BANK PLACE
1 GLATEGNY ESPLANADE
ST. PETER PORT, GUERNSEY X0 GY1 2HJ
PLACE OF ORGANIZATION: ENGLAND
Page |
19
APAX EUROPE VII GP CO. LIMITED
THIRD FLOOR ROYAL BANK PLACE
1
GLATEGNY ESPLANADE
ST. PETER PORT, GUERNSEY X0 GY1 2HJ
PLACE OF ORGANIZATION: GUERNSEY
APAX EUROPE VII GP L.P. INC.
THIRD FLOOR ROYAL BANK PLACE
1
GLATEGNY ESPLANADE
ST. PETER PORT, GUERNSEY X0 GY1 2HJ
PLACE OF ORGANIZATION: GUERNSEY
APAX EUROPE VII-1, L.P.
THIRD
FLOOR ROYAL BANK PLACE
1 GLATEGNY ESPLANADE
PETER PORT, GUERNSEY X0 GY1 2HJ
PLACE OF ORGANIZATION: ENGLAND
APAX EUROPE VII-A, L.P.
THIRD
FLOOR ROYAL BANK PLACE
1 GLATEGNY ESPLANADE
ST. PETER PORT, GUERNSEY X0 GY1 2HJ
PLACE OF ORGANIZATION: ENGLAND
APAX EUROPE VII-B, L.P.
THIRD
FLOOR ROYAL BANK PLACE
1 GLATEGNY ESPLANADE
ST. PETER PORT, GUERNSEY X0 GY1 2HJ
PLACE OF ORGANIZATION: ENGLAND
APAX GUERNSEY (HOLDCO) PCC LIMITED
THIRD FLOOR, ROYAL BANK PLACE
1
GLATEGNY ESPLANADE
ST. PETER PORT, GUERNSEY X0 GY1 2HJ
PLACE OF ORGANIZATION: GUERNSEY
APAX US VII, L.P.
P.O. BOX 908GT
GEORGETOWN
GRAND CAYMAN E9
KY1-9002
PLACE OF ORGANIZATION: CAYMAN ISLANDS
APAX US VII GP, L.P.
C/O WALKER
SPV LIMITED
WALKER HOUSE, PO BOX 908GT
GEORGE TOWN, GRAND CAYMAN E9 KY1-9002
PLACE OF ORGANIZATION: CAYMAN ISLANDS
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APAX US VII GP, LTD.
P.O. BOX 908GT
GEORGE TOWN,
GRAND CAYMAN E9 KY1-9002
PLACE OF ORGANIZATION: CAYMAN ISLANDS
MEGRUE, JOHN F
C/O APAX
PARTNERS, L.P.
601 LEXINGTON AVENUE, 53RD FLOOR
CITIZENSHIP: UNITED STATES
The
foregoing persons are hereinafter sometimes collectively referred to as the Reporting Persons. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the
appropriate party.
MPL (Cayman) LP is owned by Apax Europe VI Nominees Ltd (holding 18.7% as a nominee for Apax Europe VI-A, L.P. and
Apax Europe VI-1, L.P.), Apax Europe VII Nominees Ltd (holding 73.2% as a nominee for Apax Europe VII-A, L.P., Apax Europe VII-B, L.P. and Apax Europe VII-1, L.P.) and Apax US VII, L.P. (holding 8.0%). MPL (Cayman) GP Ltd. is the general partner of
MPL (Cayman) LP. MPL (Cayman) GP Ltd. is owned by Apax Europe VI Nominees Ltd. (holding 33.33%), Apax Europe VII Nominees Ltd. (holding 33.33%) and Apax US VII, L.P. (holding 33.33%).
Apax Europe VI GP L.P. Inc. is the general partner of each of Apax Europe VI-A, L.P. and Apax Europe VI-1, L.P. Apax Europe VI GP Co. Limited
is the general partner of Apax Europe VI GP L.P. Inc. Apax Europe VI GP Co. Limited is a wholly owned subsidiary of Apax Guernsey (Holdco) PCC Limited.
Apax Europe VII GP L.P. Inc. is the general partner of each of Apax Europe VII-A, L.P., Apax Europe VII-B, L.P. and Apax Europe VII-1, L.P.
Apax Europe VII GP Co. Limited is the general partner of Apax Europe VII GP L.P. Inc. Apax Europe VII GP Co. Limited is a wholly owned subsidiary of Apax Guernsey (Holdco) PCC Limited.
Apax US VII GP, L.P. is the general partner of Apax US VII, L.P. Apax US VII GP, Ltd. is the general partner of Apax US VII GP, L.P. Apax
Guernsey (Holdco) PCC Limited, as a result of a transfer of John F. Megrues 100% equity interests in Apax US VII GP, Ltd., owns 100% of the equity interests of Apax US VII GP, Ltd.
Item 2(d). |
Title of Class of Securities: |
Common Stock, $0.01 par value (the Common
Stock)
242309102
Item 3. |
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
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(a) |
Amount beneficially owned: |
As of the date hereof each of the Reporting Persons other than
Mr. Megrue may be deemed to be the beneficial owner of the 258,131 shares of Common Stock held by MPL (Cayman) LP.
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21
See Item 11 of each cover page.
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(c) |
Number of shares as to which such person has: |
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(i) |
Sole power to vote or to direct the vote |
See Item 5 of each cover page.
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(ii) |
Shared power to vote or to direct the vote |
See Item 6 of each cover page.
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(iii) |
Sole power to dispose or to direct the disposition of |
See Item 7 of each cover page.
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(iv) |
Shared power to dispose or to direct the disposition of |
See Item 8 of each cover page.
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 5 percent of the class of securities, check the following x.
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
Item 8. |
Identification and Classification of Members of the Group. |
Not applicable.
Item 9. |
Notice of Dissolution of Group. |
Not applicable.
By signing below the undersigned certifies that, to its best knowledge
and belief, the securities referred to above were not acquired and are 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.
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: December 12, 2014
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MPL (CAYMAN) LP |
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By: |
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MPL (Cayman) GP Ltd, |
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Its general partner |
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By: |
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/s/ A.W. Guille |
Name: |
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A.W. Guille |
Title: |
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Director |
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MPL (CAYMAN) GP LTD |
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By: |
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/s/ A.W. Guille |
Name: |
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A.W. Guille |
Title: |
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Director |
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APAX EUROPE VI GP CO. LIMITED |
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By: |
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/s/ A.W. Guille |
Name: |
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A.W. Guille |
Title: |
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Director |
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APAX EUROPE VI GP L.P. INC. |
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By: |
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/s/ A.W. Guille |
Name: |
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A.W. Guille |
Title: |
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Director of General Partner |
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APAX EUROPE VI-A LP |
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By: |
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Apax Europe VI GP L.P. Inc., |
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Its general partner |
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By: |
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Apax Europe VI GP Co. Limited, |
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Its general partner |
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By: |
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/s/ A.W. Guille |
Name: |
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A.W. Guille |
Title: |
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Director |
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APAX EUROPE VI-1 LP |
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By: |
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Apax Europe VI GP L.P. Inc., |
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Its general partner |
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By: |
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Apax Europe VI GP Co. Limited, |
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Its general partner |
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By: |
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/s/ A.W. Guille |
Name: |
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A.W. Guille |
Title: |
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Director |
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APAX EUROPE VII GP CO. LIMITED |
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By: |
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/s/ A.W. Guille |
Name: |
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A.W. Guille |
Title: |
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Director |
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APAX EUROPE VII GP LP. INC. |
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By: |
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/s/ A.W. Guille |
Name: |
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A.W. Guille |
Title: |
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Director |
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APAX EUROPE VII - 1, L.P. |
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By: |
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Apax Europe VII GP L.P. Inc., |
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Its general partner |
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By: |
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Apax Europe VII GP Co. Limited, |
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Its general partner |
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By: |
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/s/ A.W. Guille |
Name: |
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A.W. Guille |
Title: |
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Director |
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APAX EUROPE VII - A, L.P. |
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By: |
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Apax Europe VII GP L.P. Inc., |
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Its general partner |
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By: |
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Apax Europe VII GP Co. Limited, |
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Its general partner |
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By: |
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/s/ A.W. Guille |
Name: |
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A.W. Guille |
Title: |
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Director |
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24
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APAX EUROPE VII - B, L.P. |
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By: |
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Apax Europe VII GP L.P. Inc., |
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Its general partner |
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By: |
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Apax Europe VII GP Co. Limited, |
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Its general partner |
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By: |
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/s/ A.W. Guille |
Name: |
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A.W. Guille |
Title: |
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Director |
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APAX GUERNSEY (HOLDCO) PCC LIMITED |
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By: |
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/s/ A.W. Guille |
Name: |
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A.W. Guille |
Title: |
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Director |
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APAX US VII, L.P. |
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By: |
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Apax US VII GP, L.P. |
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Its General Partner |
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By: |
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Apax US VII GP, Ltd. |
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Its General Partner |
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By: |
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/s/ Mitchell L. Truwit |
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Name: |
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Mitchell L. Truwit |
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Title: |
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CEO |
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APAX US VII GP, L.P. |
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By: |
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Apax US VII GP, Ltd. |
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Its General Partner |
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By: |
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/s/ Mitchell L. Truwit |
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Name: |
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Mitchell L. Truwit |
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Title: |
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CEO |
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APAX US VII GP, LTD. |
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By: |
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/s/ Mitchell L. Truwit |
Name: |
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Mitchell L. Truwit |
Title: |
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CEO |
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MEGRUE, JOHN F |
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By: |
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/s/ John Megrue |
Name |
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John Megrue |
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